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Our internal control over financial reporting is designed under the supervision of our principal executive officer and principal financial officer, and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2) Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. |
This arrangement exposes us to the following additional potential risks, which could materially adversely affect our operating results: • we have greater exposure and responsibility to consumers for warranty replacements and repairs as a result of exclusive brand product defects, and our recourse to contract manufacturers for such warranty liabilities may be limited in foreign jurisdictions; • we may be subject to regulatory compliance and/or product liability claims relating to personal injury, death or property damage caused by exclusive brand products, some of which may require us to take significant actions such as product recalls; • we may experience disruptions in manufacturing or logistics due to inconsistent and unanticipated order patterns, our inability to develop long-term relationships with key manufacturers or unforeseen natural disasters; • we may not be able to locate manufacturers that meet our internal standards, whether for new exclusive brand products or for migration of the manufacturing of products from an existing manufacturer; • we are subject to developing and often-changing labor and environmental laws for the manufacture of products in foreign countries, and we may be unable to conform to new rules or interpretations in a timely manner; • we may be subject to claims by technology or other intellectual property owners if we inadvertently infringe upon their patents or other intellectual property rights, or if we fail to pay royalties owed on our exclusive brand products; • we may be unable to obtain or adequately protect patents and other intellectual property rights on our exclusive brand products or manufacturing processes; and • regulations regarding disclosure of efforts to identify the country of origin of “conflict minerals” in certain portions of our supply chain could increase the cost of doing business and, depending on the findings of our country of origin inquiry, could have an adverse effect on our reputation. |
The most significant compliance and litigation risks we face are: • the difficulty of complying with sometimes conflicting statutes and regulations in local, national or international jurisdictions; • the potential for unexpected costs related to compliance with new or existing environmental legislation or international agreements affecting energy, carbon emissions, electronics recycling and water or product materials; • ensuring compliance with applicable product compliance laws and regulations with respect to both the products we sell and contract to manufacture, including laws and regulation related to product safety and product transport; • the impact of new regulations governing data privacy and security, whether imposed as a result of increased cyber-security risks or otherwise; • the impact of other new or changing statutes and regulations including, but not limited to, financial reform, National Labor Relations Board rule changes, health care reform, corporate governance matters, escheatment rules and/or other as yet unknown legislation, that could affect how we operate and execute our strategies as well as alter our expense structure; • the impact of changes in global tax laws (or interpretations thereof by courts and taxing authorities) and accounting standards; and • the impact of litigation trends, including class action lawsuits involving consumers and shareholders, and labor and employment matters. |
Our internal control over financial reporting is designed under the supervision of our principal executive officer and principal financial officer, and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2) Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. |
This arrangement exposes us to the following additional potential risks, which could materially adversely affect our reputation, financial condition and operating results: • We have greater exposure and responsibility to consumers for warranty replacements and repairs as a result of exclusive brand product defects, and our recourse to contracted manufacturers for such warranty liabilities may be limited in foreign jurisdictions; • We may be subject to regulatory compliance and/or product liability claims relating to personal injury, death or property damage caused by exclusive brand products, some of which may require us to take significant actions such as product recalls; • We may experience disruptions in manufacturing or logistics due to inconsistent and unanticipated order patterns, our inability to develop long-term relationships with key factories or unforeseen natural disasters; • We may not be able to locate manufacturers that meet our internal standards, whether for new exclusive brand products or for migration of the manufacturing of products from an existing manufacturer; • We are subject to developing and often-changing labor and environmental laws for the manufacture of products in foreign countries, and we may be unable to conform to new rules or interpretations in a timely manner; • We may be subject to claims by technology or other intellectual property owners if we inadvertently infringe upon their patents or other intellectual property rights, or if we fail to pay royalties owed on our exclusive brand products; • We may be unable to obtain or adequately protect patents and other intellectual property rights on our exclusive brand products or manufacturing processes; and • Regulations regarding disclosure of efforts to identify the country of origin of “conflict minerals” in certain portions of our supply chain could increase the cost of doing business and, depending on the findings of our country of origin inquiry, could have an adverse effect on our reputation. |
The most significant compliance and litigation risks we face are: • The difficulty of complying with sometimes conflicting statutes and regulations in local, national or international jurisdictions; • The potential for unexpected costs related to new or compliance with existing environmental legislation or international agreements affecting energy, carbon emissions, electronics recycling and water or product materials; • The impact of new regulations governing data privacy and security, whether imposed as a result of increased cyber-security risks or otherwise; • The impact of other new or changing statutes and regulations including, but not limited to, financial reform, National Labor Relations Board rule changes, health care reform, corporate governance matters and/or other as yet unknown legislation, that could affect how we operate and execute our strategies as well as alter our expense structure; • The impact of changes in tax laws (or interpretations thereof by courts and taxing authorities) and accounting standards; and • The impact of litigation trends, including class action lawsuits involving consumers and shareholders, and labor and employment matters. |
The following examples demonstrate the impact this can have on our business: • Following the introduction of tablets, their sales grew rapidly and changed the market for mobile computing devices; however, the market has declined rapidly in fiscal 2015 as demand levels have fallen due to market saturation and minimal product innovation; • Product convergence has significantly impacted the demand for some products; for example, the growth of increasingly sophisticated smartphones has reduced the demand for separate cameras, gaming systems, music players and GPS devices; • The timing of new product introductions and updates can have a dramatic impact on the timing of revenues; for example, the introduction of new gaming systems can produce high demand levels for hardware and the accompanying software, which may be followed by several years of decline in demand; • Delivery models for some products are affected by technological advances and new product innovations; for example, media such as music, video and gaming is increasingly transferring to digital delivery methods that may reduce the need for physical CD, DVD, Blu-ray and gaming products; and • Disruptions in the availability of content (such as sporting events or other broadcast programming) may influence the demand for hardware that our customers purchase to access such content, as well as the commission we receive from service providers. |
In pursuit of that goal, we plan to: (1) capitalize on the ultra -high definition television cycle through best-in-class merchandising, assortment and customer experience, including opening approximately 20 additional Magnolia Design Center stores-within-a-store to end fiscal 2016 with 78; (2) accelerate our expansion in growing categories with structural barriers to entry - like large appliances and mobile - including opening approximately 60 additional Pacific Kitchen & Home stores-within-a-store to end fiscal 2016 with 177 and extending our installment billing selling capability to online; (3) grow our Connected Home and health and wearables businesses through an optimized assortment and an improved multi-channel customer experience; (4) increase our exclusive brand and private label assortments; (5) expand our secondary market growth strategy to offer consumers better access to these types of products and improve our margin recovery on returned, replaced and damaged products; and (6) apply more science behind our promotional and pricing strategies. |
Our internal control over financial reporting is designed under the supervision of our principal executive officer and principal financial officer, and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2) Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. |
This arrangement exposes us to the following additional potential risks, which could materially adversely affect our reputation, financial condition and operating results: • We have greater exposure and responsibility to consumers for warranty replacements and repairs as a result of exclusive brand product defects, and our recourse to contracted manufacturers for such warranty liabilities may be limited in foreign jurisdictions; • We may be subject to regulatory compliance and/or product liability claims relating to personal injury, death or property damage caused by exclusive brand products, some of which may require us to take significant actions such as product recalls; • We may experience disruptions in manufacturing or logistics due to inconsistent and unanticipated order patterns, our inability to develop long-term relationships with key factories or unforeseen natural disasters; • We may not be able to locate manufacturers that meet our internal standards, whether for new exclusive brand products or for migration of the manufacturing of products from an existing manufacturer; • We are subject to developing and often-changing labor and environmental laws for the manufacture of products in foreign countries, and we may be unable to conform to new rules or interpretations in a timely manner; • We may be subject to claims by technology or other intellectual property owners if we inadvertently infringe upon their patents or other intellectual property rights, or if we fail to pay royalties owed on our exclusive brand products; • We may be unable to obtain or adequately protect patents and other intellectual property rights on our exclusive brand products or manufacturing processes; and • Regulations regarding disclosure of efforts to identify the country of origin of “conflict minerals” in certain portions of our supply chain could increase the cost of doing business and, depending on the findings of our country of origin inquiry, could have an adverse effect on our reputation. |
The following examples demonstrate the impact this can have on our business: • New product categories such as tablets and e-readers have grown rapidly and fundamentally changed the market for mobile computing devices; however, as products reach maturity and/or markets become saturated, demands levels can fall sharply; • Product convergence has significantly impacted the demand for some products; for example, the growth of increasingly sophisticated smartphones has reduced the demand for separate cameras, gaming systems, music players and GPS devices; • The timing of new product introductions and updates can have a dramatic impact on the timing of revenues; for example, the introduction of new gaming systems can produce high demand levels for hardware and the accompanying software, which may be followed by several years of decline in demand; • Delivery models for some products are affected by technological advances and new product innovations; for example, media such as music, video and gaming is increasingly transferring to digital delivery methods that may reduce the need for physical CD, DVD, Blu-ray and gaming products; and • Disruptions in the availability of content (such as sporting events or other broadcast programming) may influence the demand for hardware that our customers purchase to access such content, as well as the commission we receive from service providers. |
Our internal control over financial reporting is designed under the supervision of our principal executive officer and principal financial officer, and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2) Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. |
This arrangement exposes us to the following additional potential risks, which could materially adversely affect our reputation, financial condition and operating results: • We have greater exposure and responsibility to the consumer for warranty replacements and repairs as a result of product defects, as we generally have less recourse to contracted manufacturers for such warranty liabilities; • We may be subject to regulatory compliance and/or product liability claims relating to personal injury, death or property damage caused by such products, some of which may require us to take significant actions such as product recalls; • We may experience disruptions in the manufacturing or the logistics within the manufacturing environment in southeastern Asia caused by inconsistent and unanticipated order patterns, our inability to develop long-term relationships with key factories or unforeseen natural disasters; • We are subject to developing and often-changing labor and environmental laws for the manufacture of products in foreign countries, and we may be unable to conform to new rules or interpretations in a timely manner; • We may be subject to claims by technology owners if we inadvertently infringe upon their patents or other intellectual property rights, or if we fail to pay royalties owed on our products; and • We may be unable to obtain or adequately protect our patents and other intellectual property rights on our products, the new features of our products and/or our processes. |
Our internal control over financial reporting is designed under the supervision of our principal executive officer and principal financial officer, and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2) Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. |
This arrangement exposes us to the following additional potential risks, which could materially adversely affect our reputation, financial condition and operating results: •We have greater exposure and responsibility to the consumer for warranty replacements and repairs as a result of product defects, as we generally have no recourse to contracted manufacturers for such warranty liabilities; •We may be subject to regulatory compliance and/or product liability claims relating to personal injury, death or property damage caused by such products, some of which may require us to take significant actions such as product recalls; •We may experience disruptions in the manufacturing or the logistics within the manufacturing environment in southeastern Asia caused by inconsistent and unanticipated order patterns or if we are unable to develop long-term relationships with key factories; •We are subject to developing and often-changing labor and environmental laws for the manufacture of products in foreign countries and we may be unable to conform to new rules or interpretations in a timely manner; •We may be subject to claims by technology owners if we inadvertently infringe upon their patents or other intellectual property rights, or if we fail to pay royalties owed on our products; and •We may be unable to obtain or adequately protect our patents and other intellectual property rights on our products, the new features of our products and/or our processes. |
Our internal control over financial reporting is designed under the supervision of our principal executive officer and principal financial officer, and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (1)Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2)Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board; and (3)Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. |
As a result of our adoption of accounting guidance in fiscal 2010 related to the treatment of noncontrolling interests in consolidated financial statements, we: •reported as separate captions within our consolidated statements of earnings, net earnings including noncontrolling interests, net earnings attributable to noncontrolling interests, and net earnings attributable to Best Buy Co., Inc. of $1,033, $(30) and $1,003, respectively, for the fiscal year ended February 28, 2009; •utilized net earnings including noncontrolling interests of $1,033 for the fiscal year ended February 28, 2009, as the starting point on our consolidated statements of cash flows in order to reconcile net earnings to cash flows from operating activities, rather than beginning with net earnings, which was previously exclusive of noncontrolling interests; and •reclassified $(146) from acquisition of businesses, net of cash acquired within the investing activities section of our consolidated statements of cash flows to acquisition of noncontrolling interests within the financing activities section for the fiscal year ended February 28, 2009. |
$ in millions, except per share amounts or as otherwise noted Cost of Goods Sold and Selling, General and Administrative Expenses The following table illustrates the primary costs classified in each major expense category: Cost of Goods Sold • Total cost of products sold including: - Freight expenses associated with moving merchandise inventories from our vendors to our distribution centers; - Vendor allowances that are not a reimbursement of specific, incremental and identifiable costs to promote a vendor's products; and - Cash discounts on payments to merchandise vendors; • Cost of services provided including: - Payroll and benefits costs for services employees; and - Cost of replacement parts and related freight expenses; • Physical inventory losses; • Markdowns; • Customer shipping and handling expenses; • Costs associated with operating our distribution network, including payroll and benefit costs, occupancy costs, and depreciation; and • Freight expenses associated with moving merchandise inventories from our distribution centers to our retail stores. |
$ in millions, except per share amounts or as otherwise noted Condensed Consolidating Balance Sheets At February 26, 2011 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Balance Sheets At February 27, 2010 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Statements of Earnings Fiscal Year Ended February 26, 2011 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Statements of Earnings Fiscal Year Ended February 27, 2010 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Statements of Earnings Fiscal Year Ended February 28, 2009 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Statements of Cash Flows Fiscal Year Ended February 26, 2011 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Statements of Cash Flows Fiscal Year Ended February 27, 2010 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Statements of Cash Flows Fiscal Year Ended February 28, 2009 $ in millions, except per share amounts or as otherwise noted 18. |
This arrangement exposes us to the following additional potential risks, which could materially adversely affect our reputation, financial condition and operating results: •We have greater exposure and responsibility to the consumer for warranty replacements and repairs as a result of product defects, as we generally have no recourse to contracted manufacturers for such warranty liabilities; •We may be subject to regulatory compliance and/or product liability claims relating to personal injury, death or property damage caused by such products, some of which may require us to take significant actions such as product recalls; •We may experience disruptions in the manufacturing or the logistics within the manufacturing environment in southeastern Asia caused by inconsistent and unanticipated order patterns or if we are unable to develop long-term relationships with key factories; •We are subject to developing and often-changing labor and environmental laws for the manufacture of products in foreign countries and we may be unable to conform to new rules or interpretations in a timely manner; •We may be subject to claims by technology owners if we inadvertently infringe upon their patents or other intellectual property rights, or if we fail to pay royalties owed on our products; and •We may be unable to obtain or adequately protect our patents and other intellectual property rights on our products, the new features of our products and/or our processes. |
Our adoption of the guidance did not have a material impact on our consolidated financial statements other than the following reporting and disclosure changes which we applied retrospectively to all periods presented: (i)we recharacterized minority interests previously reported on our consolidated balance sheets as noncontrolling interests and classified them as a component of shareholders' equity; (ii)we adjusted certain captions previously utilized on our consolidated statements of earnings to specifically identify net earnings attributable to noncontrolling interests and net earnings attributable to Best Buy Co., Inc.; and (iii)in order to reconcile net earnings to the cash flows from operating activities, we changed the starting point on our consolidated statements of cash flows from net earnings to net earnings including noncontrolling interests, with net earnings or loss from the noncontrolling interests (previously, minority interests) no longer a reconciling item in arriving at net cash flows from operating activities and reclassified acquisition of businesses, net of cash acquired within the investing activities section of our consolidated statements of cash flows to acquisition of noncontrolling interests within the financing activities section of our consolidated statements of cash flows. |
Our internal control over financial reporting is designed under the supervision of our principal executive officer and principal financial officer, and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and include those policies and procedures that: (1)Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2)Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board; and (3)Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. |
As a result of our adoption of $ in millions, except per share amounts or as otherwise noted accounting guidance related to the treatment of noncontrolling interests in consolidated financial statements, as described below in New Accounting Standards, we: •reclassified to noncontrolling interests, a component of shareholders' equity, $513 at February 28, 2009, which was previously reported as minority interests on our consolidated balance sheets; •reported as separate captions within our consolidated statements of earnings, net earnings including noncontrolling interests, net earnings attributable to noncontrolling interests, and net earnings attributable to Best Buy Co., Inc. of $1,033, $(30) and $1,003, respectively, for the fiscal year ended February 28, 2009, and $1,410, $(3) and $1,407, respectively, for the fiscal year ended March 1, 2008; •utilized net earnings including noncontrolling interests of $1,033 and $1,410 for the fiscal years ended February 28, 2009, and March 1, 2008, respectively, as the starting point on our consolidated statements of cash flows in order to reconcile net earnings to cash flows from operating activities, rather than beginning with net earnings, which was previously exclusive of noncontrolling interests; and •reclassified $(146) from acquisition of businesses, net of cash acquired within the investing activities section of our consolidated statements of cash flows to acquisition of noncontrolling interests within the financing activities section for the fiscal year ended February 28, 2009. |
$ in millions, except per share amounts or as otherwise noted Cost of Goods Sold and Selling, General and Administrative Expenses The following table illustrates the primary costs classified in each major expense category: Cost of Goods Sold • Total cost of products sold including: - Freight expenses associated with moving merchandise inventories from our vendors to our distribution centers; - Vendor allowances that are not a reimbursement of specific, incremental and identifiable costs to promote a vendor's products; and - Cash discounts on payments to merchandise vendors; • Cost of services provided including: - Payroll and benefits costs for services employees; and - Cost of replacement parts and related freight expenses; • Physical inventory losses; • Markdowns; • Customer shipping and handling expenses; • Costs associated with operating our distribution network, including payroll and benefit costs, occupancy costs, and depreciation; and • Freight expenses associated with moving merchandise inventories from our distribution centers to our retail stores. |
Our adoption of the guidance did not have a material impact on our consolidated financial statements other than the following reporting and disclosure changes which we applied retrospectively to all periods presented: (i)we recharacterized minority interests previously reported on our consolidated balance sheets as noncontrolling interests and classified them as a component of shareholders' equity; (ii)we adjusted certain captions previously utilized on our consolidated statements of earnings to specifically identify net earnings attributable to noncontrolling interests and net earnings attributable to Best Buy Co., Inc.; and (iii)in order to reconcile net earnings to the cash flows from operating activities, we changed the starting point on our consolidated statements of cash flows from net earnings to net earnings including noncontrolling interests, with net earnings or loss from the noncontrolling interests (previously, minority interests) no longer a reconciling item in arriving at net cash flows from operating activities and reclassified acquisition of businesses, net of cash acquired within the investing activities section of our consolidated statements of cash flows to acquisition of noncontrolling interests within the financing activities section of our consolidated statements of cash flows. |
Condensed Consolidating Balance Sheets At February 27, 2010 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Balance Sheets At February 28, 2009 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Statements of Earnings Fiscal Year Ended February 27, 2010 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Statements of Earnings Fiscal Year Ended February 28, 2009 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Statements of Earnings Fiscal Year Ended March 1, 2008 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Statements of Cash Flows Fiscal Year Ended February 27, 2010 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Statements of Cash Flows Fiscal Year Ended February 28, 2009 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Statements of Cash Flows Fiscal Year Ended March 1, 2008 $ in millions, except per share amounts or as otherwise noted 16. |
The following table reconciles U.S. Best Buy stores open at the beginning and end of each of the last five fiscal years: The following table reconciles U.S. Best Buy Mobile stores open at the beginning and end of each of the last three fiscal years (the first Best Buy Mobile stand-alone store was opened in fiscal 2007): The following table reconciles Pacific Sales stores open at the beginning and end of each of the last three fiscal years: (1)As of the March 7, 2006, date of acquisition The following table reconciles Magnolia Audio Video stores open at the beginning and end of each of the last five fiscal years: The following table reconciles U.S. Geek Squad stores open at the beginning and end of each of the last five fiscal years: The following table reconciles The Carphone Warehouse and The Phone House stores open at the beginning and end of the last fiscal year: (1)As of the June 28, 2008, date of acquisition The following table reconciles Future Shop stores open at the beginning and end of each of the last five fiscal years: The following table reconciles Best Buy Canada stores open at the beginning and end of each of the last five fiscal years: The following table reconciles Best Buy Mobile Canada stores open at the beginning and end of the last fiscal year (the first Best Buy Mobile Canada store was opened in fiscal 2009): The following table reconciles Five Star stores open at the beginning and end of each of the last three fiscal years: (1)As of the June 8, 2006, the date of acquisition The following table reconciles Best Buy China stores open at the beginning and end of each of the last three fiscal years (the first Best Buy China store was opened in fiscal 2007): The following table reconciles the Best Buy Mexico store open at the beginning and end of the fiscal year (the first Best Buy Mexico store was opened in fiscal 2009): During fiscal 2010, we expect to open approximately 65 net new stores in the U.S., Europe, Canada, China, Mexico and Turkey. |
Our internal control over financial reporting is designed under the supervision of our principal executive officer and principal financial officer, and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and include those policies and procedures that: (1)Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2)Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board; and (3)Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. |
$ in millions, except per share amounts or as otherwise noted Cost of Goods Sold and Selling, General and Administrative Expenses The following table illustrates the primary costs classified in each major expense category: Cost of Goods Sold • Total cost of products sold including: - Freight expenses associated with moving merchandise inventories from our vendors to our distribution centers; - Vendor allowances that are not a reimbursement of specific, incremental and identifiable costs to promote a vendor's products; and - Cash discounts on payments to merchandise vendors; • Cost of services provided including: - Payroll and benefits costs for services employees; and - Cost of replacement parts and related freight expenses; • Physical inventory losses; • Markdowns; • Customer shipping and handling expenses; • Costs associated with operating our distribution network, including payroll and benefit costs, occupancy costs, and depreciation; and • Freight expenses associated with moving merchandise inventories from our distribution centers to our retail stores. |
$ in millions, except per share amounts or as otherwise noted The following tables present condensed consolidating balance sheets as of February 28, 2009, and March 1, 2008, and condensed consolidating statements of earnings and cash flows for the fiscal years ended February 28, 2009, March 1, 2008, and March 3, 2007: Condensed Consolidating Balance Sheets At February 28, 2009 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Balance Sheets At March 1, 2008 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Statements of Earnings Fiscal Year Ended February 28, 2009 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Statements of Earnings Fiscal Year Ended March 1, 2008 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Statements of Earnings Fiscal Year Ended March 3, 2007 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Statements of Cash Flows Fiscal Year Ended February 28, 2009 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Statements of Cash Flows Fiscal Year Ended March 1, 2008 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Statements of Cash Flows Fiscal Year Ended March 3, 2007 $ in millions, except per share amounts or as otherwise noted 15. |
Our internal control over financial reporting is designed under the supervision of our principal executive officer and principal financial officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States and include those policies and procedures that: (1)Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2)Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board of Directors; and (3)Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. |
We reclassified: •to the International segment, $11 of selling, general and administrative expense ("SG&A") support costs in fiscal 2007, which were previously reported as part of the Domestic segment in Note 9, Segment and Geographic Information; •to equity and other investments, $20 of investments at March 3, 2007, which were previously reported in other assets on our consolidated balance sheet; •to other, net, $32 and $4 for the years ended March 3, 2007 and February 25, 2006, respectively, which were previously reported in asset impairment charges within cash provided by operating activities on our consolidated statements of cash flows; and $ in millions, except per share amounts or as otherwise noted •to purchases of investments, $248 and $242, and to sales of investments, $185 and $175, for the years ended March 3, 2007 and February 25, 2006, respectively, which were previously reported in change in restricted assets within cash provided by (used in) investing activities on our consolidated statements of cash flows. |
Cost of Goods Sold and Selling, General and Administrative Expenses The following table illustrates the primary costs classified in each major expense category: Cost of Goods Sold • Total cost of products sold including: - Freight expenses associated with moving merchandise inventories from our vendors to our distribution centers; - Vendor allowances that are not a reimbursement of specific, incremental and identifiable costs to promote a vendor's products; and - Cash discounts on payments to merchandise vendors; • Cost of services provided including; - Payroll and benefits costs for services employees; and - Cost of replacement parts and related freight expenses; • Physical inventory losses; • Markdowns; • Customer shipping and handling expenses; • Costs associated with operating our distribution network, including payroll and benefit costs, occupancy costs, and depreciation; • Freight expenses associated with moving merchandise inventories from our distribution centers to our retail stores; and • Promotional financing costs. |
$ in millions, except per share amounts or as otherwise noted The following tables present condensed consolidating balance sheets as of March 1, 2008, and March 3, 2007, and condensed consolidating statements of earnings and cash flows for the fiscal years ended March 1, 2008; March 3, 2007, and February 25, 2006: Condensed Consolidating Balance Sheets At March 1, 2008 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Balance Sheets At March 3, 2007 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Statements of Earnings Fiscal Year Ended March 1, 2008 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Statements of Earnings Fiscal Year Ended March 3, 2007 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Statements of Earnings Fiscal Year Ended February 25, 2006 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Statements of Cash Flows Fiscal Year Ended March 1, 2008 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Statements of Cash Flows Fiscal Year Ended March 3, 2007 $ in millions, except per share amounts or as otherwise noted Condensed Consolidating Statements of Cash Flows Fiscal Year Ended February 25, 2006 $ in millions, except per share amounts or as otherwise noted 13. |
Signature Title Date /s/ Bradbury H. Anderson Bradbury H. Anderson Vice Chairman and Chief Executive Officer (principal executive officer) and Director April 30, 2008 /s/ James L. Muehlbauer James L. Muehlbauer Executive Vice President - Finance and Chief Financial Officer (principal financial officer) April 30, 2008 /s/ Susan S. Grafton Susan S. Grafton Vice President, Controller and Chief Accounting Officer (principal accounting officer) April 30, 2008 /s/ Richard M. Schulze Richard M. Schulze Director April 30, 2008 /s/ Kathy J. Higgins Victor Kathy J. Higgins Victor Director April 30, 2008 /s/ Ronald James Ronald James Director April 30, 2008 /s/ Elliot S. Kaplan Elliot S. Kaplan Director April 30, 2008 /s/ Allen U. Lenzmeier Allen U. Lenzmeier Director April 30, 2008 /s/ George L. Mikan III George L. Mikan III Director April 30, 2008 /s/ Matthew H. Paull Matthew H. Paull Director April 30, 2008 /s/ Rogelio M. Rebolledo Rogelio M. Rebolledo Director April 30, 2008 /s/ Mary A. Tolan Mary A. Tolan Director April 30, 2008 /s/ Frank D. Trestman Frank D. Trestman Director April 30, 2008 /s/ Hatim A. Tyabji Hatim A. Tyabji Director April 30, 2008 Schedule II Valuation and Qualifying Accounts ($ in millions) (1)Includes bad debt write-offs and recoveries. |
Our internal control over financial reporting is designed under the supervision of our principal executive officer and principal financial officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States and include those policies and procedures that: (1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2) Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board of Directors; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. |
$ in millions, except per share amounts Cost of Goods Sold and Selling, General and Administrative Expenses The following table illustrates the primary costs classified in each major expense category: Cost of Goods Sold SG&A · Total cost of products sold including: - Freight expenses associated with moving merchandise inventories from our vendors to our distribution centers; - Vendor allowances that are not a reimbursement of specific, incremental and identifiable costs to promote a vendor’s products; and - Cash discounts on payments to vendors; · Cost of services provided including; - Payroll and benefits costs for services employees; and - Cost of replacement parts and related freight expenses; · Physical inventory losses; · Markdowns; · Customer shipping and handling expenses; · Costs associated with operating our distribution network, including payroll and benefit costs, occupancy costs, and depreciation; · Freight expenses associated with moving merchandise inventories from our distribution centers to our retail stores; and · Promotional financing costs. |
Exhibits: Number Description Method of Filing 3.1 Restated Articles of Incorporation 3.2 Amended and Restated By-Laws 4.1 Indenture by and among Best Buy Co., Inc., Best Buy Stores, L.P. and Wells Fargo Bank Minnesota, National Association, dated January 15, 2002, as amended and supplemented 4.2 Offer Letter Agreement between Royal Bank of Canada and Best Buy Canada Ltd. Magasins Best Buy Ltee dated March 9, 2004 4.3 5-Year Revolving Credit Agreement with U.S. Bank National Association dated December 22, *10.1 1994 Full-Time Employee Non-Qualified Stock Option Plan, as amended *10.2 1997 Employee Non-Qualified Stock Option Plan, as amended *10.3 Directors’ Non-Qualified Stock Option Plan, as amended *10.4 The Assumed Musicland 1998 Stock Incentive Plan *10.5 Restricted Stock Award Plan, as amended *10.6 Best Buy Co., Inc. 2004 Omnibus Stock and Incentive Plan *10.7 Long-Term Incentive Program Award Agreement, as approved by the Board of Directors on October 23, 2006 *10.8 Best Buy Fourth Amended and Restated Deferred Compensation Plan, as amended *10.9 Executive Officer Short-Term Incentive Program 12.1 Statements re: Computation of Ratios 18.1 Deloitte & Touche LLP Preferability Letter 21.1 Subsidiaries of the Registrant 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Ernst & Young LLP 31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. |
Our internal control over financial reporting is designed under the supervision of our principal executive officer and principal financial and accounting officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States and include those policies and procedures that: (1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2) Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board of Directors; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. |
Exhibits: Number Description Method of Filing 3.1 Amended and Restated Articles of Incorporation, as amended 2,3,8,13 3.2 Amended and Restated By-Laws, as amended 2,4,5,6,10,11,14 4.1 Indenture by and among Best Buy Co., Inc., Best Buy Stores, L.P. and Wells Fargo Bank Minnesota, National Association, dated January 15, 2002, as amended and supplemented 4.2 Offer Letter Agreement between Royal Bank of Canada and Best Buy Canada Ltd. Magasins Best Buy Ltee dated March 9, 2004 4.3 5-Year Revolving Credit Agreement with U.S. Bank National Association dated December 22, 2004 10.1 1994 Full-Time Employee Non-Qualified Stock Option Plan, as amended 10.2 1997 Employee Non-Qualified Stock Option Plan, as amended 10.3 Directors’ Non-Qualified Stock Option Plan, as amended 10.4 The Assumed Musicland 1998 Stock Incentive Plan 10.5 Restricted Stock Award Plan, as amended 10.6 Best Buy Co., Inc. 2004 Omnibus Stock and Incentive Plan 10.7 2006 Long-Term Incentive Program Award Agreement, as approved by the Board of Directors on November 8, 2005 10.8 Non-Qualified Stock Option and Performance Share Award Agreement, as approved by the Board of Directors on February 7, 2005 10.9 Best Buy Fourth Amended and Restated Deferred Compensation Plan, as amended 10.10 2006 Executive Officer Short-Term Incentive Program 12.1 Statements re: Computation of Ratios 21.1 Subsidiaries of the Registrant 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Ernst & Young LLP 31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. |
Our internal control over financial reporting is designed under the supervision of our principal executive officer and principal financial and accounting officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and include those policies and procedures that: (1)Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2)Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board of Directors; and (3)Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. |
Signature Title Date /s/ Bradbury H. Anderson Bradbury H. Anderson Vice Chairman and Chief Executive Officer (Principal Executive Officer) May 10, 2005 /s/ Darren R. Jackson Darren R. Jackson Executive Vice President - Finance and Chief Financial Officer (Principal Financial and Accounting Officer) May 10, 2005 /s/ Richard M. Schulze Richard M. Schulze Chairman and Director May 10, 2005 /s/ Robert T. Blanchard Robert T. Blanchard Director May 10, 2005 /s/ Kathy J. Higgins Victor Kathy J. Higgins Victor Director May 10, 2005 /s/ Ronald James Ronald James Director May 10, 2005 /s/ Elliot S. Kaplan Elliot S. Kaplan Director May 10, 2005 /s/ Allen U. Lenzmeier Allen U. Lenzmeier Director May 10, 2005 /s/ Matthew H. Paull Matthew H. Paull Director May 10, 2005 /s/ Mary A. Tolan Mary A. Tolan Director May 10, 2005 /s/ Frank D. Trestman Frank D. Trestman Director May 10, 2005 /s/ Hatim A. Tyabji Hatim A. Tyabji Director May 10, 2005 /s/ James C. Wetherbe James C. Wetherbe Director May 10, 2005 Schedule II Valuation and Qualifying Accounts ($ in millions) (1)Includes bad debt write-offs, recoveries and reserves. |
The following tables present condensed consolidating balance sheets for the fiscal years ended February 28, 2004, and March 1, 2003, and condensed consolidating statements of earnings and cash flows for the fiscal years ended February 28, 2004; March 1, 2003; and March 2, 2002: Condensed Consolidating Balance Sheets As of February 28, 2004 $ in millions Condensed Consolidating Balance Sheets As of March 1, 2003 $ in millions Condensed Consolidating Statements of Earnings For the Fiscal Year Ended February 28, 2004 $ in millions Condensed Consolidating Statements of Earnings For the Fiscal Year Ended March 1, 2003 $ in millions Condensed Consolidating Statements of Earnings For the Fiscal Year Ended March 2, 2002 $ in millions Condensed Consolidating Statements of Cash Flows For the Fiscal Year Ended February 28, 2004 $ in millions Condensed Consolidating Statements of Cash Flows For the Fiscal Year Ended March 1, 2003 $ in millions Condensed Consolidating Statements of Cash Flows For the Fiscal Year Ended March 2, 2002 $ in millions Item 9. |
The following tables present condensed consolidating balance sheets for the fiscal years ended March 1, 2003, and March 2, 2002, and condensed consolidating statements of earnings and cash flows for the fiscal years ended March 1, 2003; March 2, 2002; and March 3, 2001: Condensed Consolidating Balance Sheets As of March 1, 2003 $ in millions Condensed Consolidating Balance Sheets As of March 2, 2002 $ in millions Condensed Consolidating Statements of Earnings For the Fiscal Year Ended March 1, 2003 $ in millions Condensed Consolidating Statements of Earnings For the Fiscal Year Ended March 2, 2002 $ in millions Condensed Consolidating Statements of Earnings For the Fiscal Year Ended March 3, 2001 $ in millions Condensed Consolidating Statements of Cash Flows For the Fiscal Year Ended March 1, 2003 $ in millions Condensed Consolidating Statements of Cash Flows For the Fiscal Year Ended March 2, 2002 $ in millions Condensed Consolidating Statements of Cash Flows For the Fiscal Year Ended March 3, 2001 $ in millions Item 9. |
Exhibits: Number Description Method of Filing 3.1 Amended and Restated Articles of Incorporation, as amended (1,2,3,10) 3.2 Amended and Restated By-Laws, as amended (2,4,5,6,14,16) 4.1 Credit Agreement with U.S. Bank National Association dated March 21, 2002, as amended (1,16) 4.2 Offer Letter agreement between HSBC Bank Canada and Best Buy Canada Ltd. Magasins Best Buy Ltee, dated September 13, 2002 (1) 4.3 Indenture by and among Best Buy Co., Inc., the subsidiary guarantors named therein and Wells Fargo Bank Minnesota, National Association, dated June 27, 2001, as amended (1,15) 4.4 Indenture by and among Best Buy Co., Inc., Best Buy Stores, L.P. and Wells Fargo Bank Minnesota, National Association, dated January 15, 2002, as amended and supplemented (8) 10.1 1994 Full-Time Employee Non-Qualified Stock Option Plan, as amended (11,17) 10.2 1997 Employee Non-Qualified Stock Option Plan, as amended (1,9,17) 10.3 1997 Directors’ Non-Qualified Stock Option Plan, as amended (12,17) 10.4 Best Buy Third Amended and Restated Deferred Compensation Plan, effective as of January 1, 2001, as amended (1) 10.5 Resolutions of the Board of Directors adopting the EVA® Incentive Program for senior officers (7) 10.6 Resolutions of the Compensation and Human Resources Committee of the Board of Directors adopting the Fiscal Year 2004 Short-term Incentive Plan for senior officers (1) 10.7 2000 Restricted Stock Award Plan, as amended (1) 10.8 The Assumed Musicland 1992 Stock Option Plan (13) 10.9 The Assumed Musicland 1994 Stock Option Plan (13) 10.10 The Assumed Musicland 1998 Stock Incentive Plan (13) 12.1 Statements re: Computation of Ratios (1) 13.1 2003 Annual Report to Shareholders (1) 21.1 Subsidiaries of the Registrant (1) 23.1 Consent of Ernst & Young LLP (1) 99.1 Certification Pursuant to 18 U.S.C. |
The following tables present condensed consolidating balance sheets for the fiscal years ended March 2, 2002 and March 3, 2001, and condensed consolidating statements of earnings and cash flows for the fiscal years ended March 2, 2002; March 3, 2001 and February 26, 2000: Condensed Consolidating Balance Sheets As of March 2, 2002 $ in millions Condensed Consolidating Balance Sheets As of March 3, 2001 $ in millions Condensed Consolidating Statements of Earnings For the Fiscal Year Ended March 2, 2002 $ in millions Condensed Consolidating Statements of Earnings For the Fiscal Year Ended March 3, 2001 $ in millions Condensed Consolidating Statements of Earnings For the Fiscal Year Ended February 26, 2000 $ in millions Condensed Consolidated Statements of Cash Flows For the Fiscal Year Ended March 2, 2002 $ in millions Condensed Consolidated Statements of Cash Flows For the Fiscal Year Ended March 3, 2001 $ in millions Condensed Consolidated Statements of Cash Flows For the Fiscal Year Ended February 26, 2000 $ in millions ITEM 9. |
/s/ Richard M. Schulze Chairman, Chief Executive Officer - --------------------------- and Director (principal executive Richard M. Schulze officer) /s/ Bradbury H. Anderson President, Chief Operating Officer - --------------------------- and Director Bradbury H. Anderson /s/ Allen U. Lenzmeier Executive Vice President and Chief - --------------------------- Financial Officer (principal Allen U. Lenzmeier financial officer) /s/ Robert C. Fox Sr. Vice President - Finance and - --------------------------- Treasurer (principal accounting Robert C. Fox officer) /s/ Culver Davis, Jr. Director - --------------------------- Culver Davis, Jr. /s/ Yvonne R. Jackson Director - --------------------------- Yvonne R. Jackson /s/ Elliot S. Kaplan Director - --------------------------- Elliot S. Kaplan /s/ David H. Starr Director - --------------------------- David H. Starr /s/ Frank D. Trestman Director - --------------------------- Frank D. Trestman /s/ Hatim A. Tyabji Director - --------------------------- Hatim A. Tyabji /s/ James C. Wetherbe Director - --------------------------- James C. Wetherbe |
Planned Anticipated Number of Stores at Fiscal Year End For at Fiscal ----------------------------------- Fiscal 1998 1995 1996 1997 1998 Year End ---- ---- ---- ---- -------- Texas 32 34 34 1 35 Illinois 31 32 32 -- 32 California 7 19 22 1 23 Florida 3 12 17 3 20 Ohio 12 18 18 1 19 Michigan 14 16 16 1 17 Minnesota 15 15 15 -- 15 Wisconsin 11 11 11 -- 11 Georgia 9 10 10 -- 10 Missouri 10 10 10 -- 10 Maryland 4 8 9 -- 9 Arizona 7 7 8 -- 8 Colorado 6 7 8 -- 8 Indiana 8 8 8 -- 8 Pennsylvania -- -- 4 4 8 North Carolina 3 7 7 -- 7 Virginia 5 6 7 -- 7 Iowa 5 5 5 -- 5 Kansas 5 5 5 -- 5 New Jersey -- -- 3 1 4 South Carolina 3 4 4 -- 4 Arkansas 3 3 3 -- 3 Nebraska 3 3 3 -- 3 Oklahoma 3 3 3 -- 3 Kentucky 1 2 2 -- 2 Nevada 1 1 2 -- 2 Tennessee -- -- 1 1 2 Alabama -- 1 1 -- 1 Delaware -- 1 1 -- 1 New Mexico 1 1 1 -- 1 North Dakota 1 1 1 -- 1 South Dakota 1 1 1 -- 1 ---- ---- ---- ---- ---- Total 204 251 272 13 285 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- Suppliers, Purchasing and Distribution The Company's marketing strategy depends, in part, upon its ability to offer a meaningful selection of name brand products to its customers and is, therefore, dependent upon satisfactory and stable supplier relationships. |
Exhibits: Method of Number Description filing - ------ ----------- ------ 3.1 Amended and Restated Articles of (3) Incorporation, as amended 3.2 Certificate of Designation with respect (2) to Best Buy Series A Cumulative Convertible Preferred Stock, filed November 1, 1994 3.3 Amended and Restated By-Laws, as amended (2,4,5) 3.4 Resolution of the Board of Directors (1) dated February 13, 1997 amending the Amended and Restated By-Laws 4.1 Form of Indenture between Best Buy Co., (6) Inc. and First Trust Company, Inc., relating to $30,000,000 Subordinated Extendible Notes due 1997, dated as of July 1, 1987 4.2 Note Purchase Agreement with Principal (7) Mutual Life Insurance Company, dated as of July 30, 1992 4.3 Amended and Restated Credit Agreement (8) dated August 25, 1995 with First Bank National Association ("the Credit Agreement") 4.4 First Amendment to the Credit Agreement (9) with First Bank National Association, dated March 1, 1996 4.5 Second Amendment to the Credit Agreement (1) with First Bank National Association, dated December 24, 1996 4.6 Indenture between Best Buy Co., Inc. and (3) Mercantile Bank of St. Louis N.A. |
relating to $150,000,000 8-5/8% Senior Subordinated Notes due 2000, dated as of October 12, 1993 4.7 Amended and Restated Agreement of Limited (2) Partnership of Best Buy Capital, L.P., dated as of November 3, 1994 4.8 Indenture between Best Buy, Best Buy Capital, (2) L.P., and Harris Trust and Savings Bank relating to $288,227,848 6-1/2% Convertible Subordinated Debentures due 2024, dated as of November 3, 1994 4.9 Guarantee Agreement related to 6-1/2% (2) Convertible Monthly Income Preferred Securities of Best Buy Capital, L.P., dated November 3, 1994 4.10 Deposit Agreement with respect to Best Buy (2) Series A Cumulative Convertible Preferred Stock, dated November 3, 1994 10.1 1987 Employee Non-Qualified Stock Option Plan, (9) as amended 10.2 1987 Directors' Non-Qualified Stock Option (2) Plan, as amended 10.3 1994 Full-Time Employee Non-Qualified Stock (9) Option Plan 10.4 Resolutions of the Board of Directors dated (9) April 19, 1996 establishing the bonus program for senior officers 10.5 1997 Employee Non-Qualified Stock Option Plan (10) 10.6 1997 Directors' Non-Qualified Stock Option (10) Plan 10.7 Amended and Restated 1994 Full-Time Employee (10) Non-Qualified Stock Option Plan 11.1 Computation of Earnings Per Share (1) 13.1 1997 Annual Report to Shareholders (1) 21.1 Subsidiaries of the Registrant (1) 23.1 Consent of Ernst & Young LLP (1) 27.1 Financial Data Schedule (1) (1) Document is filed herewith. |
COVID-19 or a new pandemic could subject us to any of the following risks, any of which could, individually or in the aggregate, have a material adverse effect on our business, financial condition, liquidity, and results of operations: ●demand for our products and services may decline, making it difficult to grow assets and income; ●if the economy is unable to substantially reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income; ●collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase; ●our allowance for loan losses may have to be increased if borrowers experience financial difficulties beyond forbearance periods, which will adversely affect our net income; ●the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us; ●as the result of the decline in the Federal Reserve Board’s target federal funds rate, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread and reducing net income; ●a material decrease in net income or a net loss over several quarters could result in a decrease in the rate of our quarterly cash dividend; ●a prolonged weakness in economic conditions resulting in a reduction of future projected earnings could result in our recording a valuation allowance against our current outstanding deferred tax assets; ●we rely on third party vendors for certain services and the unavailability of a critical service due to COVID-19 could have an adverse effect on us; and ●continued adverse economic conditions could result in protracted volatility in the price of our Common Shares. |
Any such acquisition or expansion of our business will involve a number of expenses and risks, which may include some or all of the following: ●the time and expense associated with identifying and evaluating potential acquisitions or expansions; ●the potential inaccuracy of estimates and judgments used to evaluate credit, operations, management and market risk with respect to target institutions; ●the time and costs of evaluating new markets, hiring local management and opening new offices, and the delay between commencing these activities and the generation of profits from the expansion; ●any financing required in connection with an acquisition or expansion; ●the diversion of management’s attention to the negotiation of a transaction and the integration of the operations and personnel of the combining businesses; ●entry into unfamiliar markets and the introduction of new products and services into our existing business; ●the possible impairment of goodwill associated with an acquisition and possible adverse short-term effects on our results of operations; and ●the risk of loss of key employees and customers. |
In addition to the other risk factors contained or incorporated by reference herein, factors that could affect our trading price: ●our actual or anticipated operating and financial results, including how those results vary from the expectations of management, securities analysts and investors; ●changes in financial estimates or publications of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to us or other financial institution; ●failure to declare dividends on our common shares from time to time; ●reports in the press or investment community generally or relating to our reputation or the financial services industry; ●developments in our business or operations or in the financial sector generally; ●any future offerings by us of our common shares; ●any future offerings by us of debt or preferred shares, which would be senior to our common shares upon liquidation and for purposes of dividend distributions; ●legislative or regulatory changes affecting our industry generally or our business and operations specifically; ●the operating and share price performance of companies that investors consider to be comparable to us; ●announcements of strategic developments, acquisitions, restructurings, dispositions, financings and other material events by us or our competitors; ●actions by our current shareholders, including future sales of common shares by existing shareholders, including our directors and executive officers; ●proposed or final regulatory changes or developments; ●anticipated or pending regulatory investigations, proceedings, or litigation that may involve or affect us; and ●other changes in U.S. or global financial markets, global economies and general market conditions, such as interest or foreign exchange rates, stock, commodity, credit or asset valuations or volatility. |
SB Financial Group, Inc. Consolidated Balance Sheets at December 31, See Notes to Consolidated Financial Statements SB Financial Group, Inc. Consolidated Statements of Income Years Ended December 31, See Notes to Consolidated Financial Statements SB Financial Group, Inc. Consolidated Statements of Comprehensive Income Years Ended December 31, See Notes to Consolidated Financial Statements SB Financial Group, Inc. Consolidated Statements of Stockholders’ Equity Years Ended December 31, See Notes to Consolidated Financial Statements SB Financial Group, Inc. Consolidated Statements of Cash Flows Years Ended December 31, See Notes to Consolidated Financial Statements SB Financial Group, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2020 and 2019 Note 1: Organization and Summary of Significant Accounting Policies Organization and Nature of Operations SB Financial Group, Inc. (the “Company”) is a financial holding company whose principal activity is the ownership and management of its wholly-owned subsidiaries, The State Bank and Trust Company (“State Bank”), SBFG Title, LLC dba Peak Title Agency (“SBFG Title”), SB Captive, Inc. (“SB Captive”), RFCBC, Inc. (“RFCBC”), Rurbanc Data Services, Inc. dba RDSI Banking Systems (“RDSI”), and Rurban Statutory Trust II (“RST II”). |
Evaluation of Disclosure Controls and Procedures With the participation of the Chief Executive Officer (the principal executive officer) and the Chief Financial Officer (the principal financial officer) of the Company, the Company’s management has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the fiscal year covered by this Annual Report on Form 10-K. Based on that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer have concluded that: ●Information required to be disclosed by the Company in this Annual Report on Form 10-K and other reports which the Company files or submits under the Exchange Act would be accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure; ●Information required to be disclosed by the Company in the Annual Report on Form 10-K and other reports which the Company files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and ●The Company’s disclosure controls and procedures were effective as of the end of the fiscal year covered by this Annual Report on Form 10-K. Management’s Report on Internal Control Over Financial Reporting The Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. |
Date: March 8, 2021 By: /s/ Anthony V. Cosentino Anthony V. Cosentino, Executive Vice President and Chief Financial Officer Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each undersigned officer and/or director of SB Financial Group, Inc., an Ohio corporation (the “Company”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2020, hereby constitutes and appoints Mark A. Klein and Anthony V. Cosentino, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign both the Annual Report on Form 10-K and any and all amendments and documents related thereto, and to file the same, and any and all exhibits, financial statements and schedules related thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the NASDAQ Stock Market, granting unto said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or either of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
In addition to the other risk factors contained or incorporated by reference herein, factors that could affect our trading price: ●our actual or anticipated operating and financial results, including how those results vary from the expectations of management, securities analysts and investors; ●changes in financial estimates or publications of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to us or other financial institution; ●failure to declare dividends on our common shares from time to time; ●reports in the press or investment community generally or relating to our reputation or the financial services industry; ●developments in our business or operations or in the financial sector generally; ●any future offerings by us of our common shares; ●any future offerings by us of debt or preferred shares, which would be senior to our common shares upon liquidation and for purposes of dividend distributions; ●legislative or regulatory changes affecting our industry generally or our business and operations specifically; ●the operating and share price performance of companies that investors consider to be comparable to us; ●announcements of strategic developments, acquisitions, restructurings, dispositions, financings and other material events by us or our competitors; ●actions by our current shareholders, including future sales of common shares by existing shareholders, including our directors and executive officers; ●proposed or final regulatory changes or developments; ●anticipated or pending regulatory investigations, proceedings, or litigation that may involve or affect us; and ●other changes in U.S. or global financial markets, global economies and general market conditions, such as interest or foreign exchange rates, stock, commodity, credit or asset valuations or volatility. |
SB Financial Group, Inc. Consolidated Balance Sheets at December 31, See Notes to Consolidated Financial Statements SB Financial Group, Inc. Consolidated Statements of Income Years Ended December 31, See Notes to Consolidated Financial Statements SB Financial Group, Inc. Consolidated Statements of Comprehensive Income Years Ended December 31, See Notes to Consolidated Financial Statements SB Financial Group, Inc. Consolidated Statements of Stockholders’ Equity Years Ended December 31, See Notes to Consolidated Financial Statements SB Financial Group, Inc. Consolidated Statements of Cash Flows Years Ended December 31, See Notes to Consolidated Financial Statements SB Financial Group, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2019 and 2018 Note 1: Organization and Summary of Significant Accounting Policies Organization and Nature of Operations SB Financial Group, Inc. (the “Company”) is a financial holding company whose principal activity is the ownership and management of its wholly-owned subsidiaries, The State Bank and Trust Company (“State Bank”), SBFG Title, LLC dba Peak Title Agency (“SBFG Title”), SB Captive, Inc. (“SB Captive”), RFCBC, Inc. (“RFCBC”), Rurbanc Data Services, Inc. dba RDSI Banking Systems (“RDSI”), and Rurban Statutory Trust II (“RST II”). |
Evaluation of Disclosure Controls and Procedures With the participation of the Chief Executive Officer (the principal executive officer) and the Chief Financial Officer (the principal financial officer) of the Company, the Company’s management has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the fiscal year covered by this Annual Report on Form 10-K. Based on that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer have concluded that: ●Information required to be disclosed by the Company in this Annual Report on Form 10-K and other reports which the Company files or submits under the Exchange Act would be accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure; ●Information required to be disclosed by the Company in the Annual Report on Form 10-K and other reports which the Company files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and ●The Company’s disclosure controls and procedures were effective as of the end of the fiscal year covered by this Annual Report on Form 10-K. Management’s Report on Internal Control Over Financial Reporting The Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. |
Financial Statements The following consolidated financial statements are incorporated by reference from Item 8 hereof: ●Report of Independent Registered Public Accounting Firm (BKD, LLP), Opinion on Financial Statements ●Report of Independent Registered Public Accounting Firm (BKD, LLP), Opinion on Internal Control over Financial Reporting ●Consolidated Balance Sheets as of December 31, 2019 and 2018 ●Consolidated Statements of Income for the Years ended December 31, 2019 and 2018 ●Consolidated Statements of Comprehensive Income for the Years ended December 31, 2019 and 2018 ●Consolidated Statements of Stockholders’ Equity for the Years ended December 31, 2019 and 2018 ●Consolidated Statements of Cash Flows for Years ended December 31, 2019 and 2018 ●Notes to Consolidated Financial Statements Financial Statement Schedules All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted. |
SB FINANCIAL GROUP, INC. By: /s/ Anthony V. Cosentino Date: March 6, 2020 Anthony V. Cosentino, Executive Vice President and Chief Financial Officer Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each undersigned officer and/or director of SB Financial Group, Inc., an Ohio corporation (the “Company”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2019, hereby constitutes and appoints Mark A. Klein and Anthony V. Cosentino, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign both the Annual Report on Form 10-K and any and all amendments and documents related thereto, and to file the same, and any and all exhibits, financial statements and schedules related thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the NASDAQ Stock Market, granting unto said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or either of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
In addition to the other risk factors contained or incorporated by reference herein, factors that could affect our trading price: ●our actual or anticipated operating and financial results, including how those results vary from the expectations of management, securities analysts and investors; ●changes in financial estimates or publications of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to us or other financial institution; ●failure to declare dividends on our common shares from time to time; ●reports in the press or investment community generally or relating to our reputation or the financial services industry; ●developments in our business or operations or in the financial sector generally; ●any future offerings by us of our common shares; ●any future offerings by us of debt or preferred shares, which would be senior to our common shares upon liquidation and for purposes of dividend distributions; ●legislative or regulatory changes affecting our industry generally or our business and operations specifically; ●the operating and share price performance of companies that investors consider to be comparable to us; ●announcements of strategic developments, acquisitions, restructurings, dispositions, financings and other material events by us or our competitors; ●actions by our current shareholders, including future sales of common shares by existing shareholders, including our directors and executive officers; ●proposed or final regulatory changes or developments; ●anticipated or pending regulatory investigations, proceedings, or litigation that may involve or affect us; and ●other changes in U.S. or global financial markets, global economies and general market conditions, such as interest or foreign exchange rates, stock, commodity, credit or asset valuations or volatility. |
SB Financial Group, Inc. Consolidated Balance Sheets at December 31, See Notes to Consolidated Financial Statements SB Financial Group, Inc. Consolidated Statements of Income Years Ended December 31, See Notes to Consolidated Financial Statements Consolidated Statements of Comprehensive Income Years Ended December 31, See Notes to Consolidated Financial Statements Consolidated Statements of Stockholders’ Equity Years Ended December 31, See Notes to Consolidated Financial Statements SB Financial Group, Inc. Consolidated Statements of Cash Flows Years Ended December 31, See Notes to Consolidated Financial Statements SB Financial Group, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2018 and 2017 Note 1: Organization and Summary of Significant Accounting Policies Organization and Nature of Operations SB Financial Group, Inc. (the “Company”) is a financial holding company whose principal activity is the ownership and management of its wholly-owned subsidiaries, The State Bank and Trust Company (“State Bank”), RFCBC, Inc. (“RFCBC”), Rurbanc Data Services, Inc. dba RDSI Banking Systems (“RDSI”), and Rurban Statutory Trust II (“RST II”). |
Evaluation of Disclosure Controls and Procedures With the participation of the Chief Executive Officer (the principal executive officer) and the Chief Financial Officer (the principal financial officer) of the Company, the Company’s management has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the fiscal year covered by this Annual Report on Form 10-K. Based on that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer have concluded that: ●Information required to be disclosed by the Company in this Annual Report on Form 10-K and other reports which the Company files or submits under the Exchange Act would be accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure; ●Information required to be disclosed by the Company in the Annual Report on Form 10-K and other reports which the Company files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and ●The Company’s disclosure controls and procedures were effective as of the end of the fiscal year covered by this Annual Report on Form 10-K. Management’s Report on Internal Control Over Financial Reporting The Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. |
SB FINANCIAL GROUP, INC. By: /s/ Anthony V. Cosentino Date: March 8, 2019 Anthony V. Cosentino, Executive Vice President and Chief Financial Officer Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each undersigned officer and/or director of SB Financial Group, Inc., an Ohio corporation (the “Company”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2018, hereby constitutes and appoints Mark A. Klein and Anthony V. Cosentino, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign both the Annual Report on Form 10-K and any and all amendments and documents related thereto, and to file the same, and any and all exhibits, financial statements and schedules related thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the NASDAQ Stock Market, granting unto said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or either of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
In addition to the other risk factors contained or incorporated by reference herein, factors that could affect our trading price: ●our actual or anticipated operating and financial results, including how those results vary from the expectations of management, securities analysts and investors; ●changes in financial estimates or publications of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to us or other financial institution; ●failure to declare dividends on our common stock from time to time; ●reports in the press or investment community generally or relating to our reputation or the financial services industry; ●developments in our business or operations or in the financial sector generally; ●any future offerings by us of our common stock; ●any future offerings by us of debt or preferred shares, which would be senior to our common shares upon liquidation and for purposes of dividend distributions; ●legislative or regulatory changes affecting our industry generally or our business and operations specifically; ●the operating and stock price performance of companies that investors consider to be comparable to us; ●announcements of strategic developments, acquisitions, restructurings, dispositions, financings and other material events by us or our competitors; ●actions by our current shareholders, including future sales of common shares by existing shareholders, including our directors and executive officers; and ●proposed or final regulatory changes or developments; ●anticipated or pending regulatory investigations, proceedings, or litigation that may involve or affect us ●Other changes in U.S. or global financial markets, global economies and general market conditions, such as interest or foreign exchange rates, stock, commodity, credit or asset valuations or volatility. |
SB Financial Group, Inc. Consolidated Balance Sheets December 31 See Notes to Consolidated Financial Statements SB Financial Group, Inc. Consolidated Statements of Income Years Ended December 31 See Notes to Consolidated Financial Statements SB Financial Group, Inc. Consolidated Statements of Comprehensive Income Years Ended December 31 See Notes to Consolidated Financial Statements SB Financial Group, Inc. Consolidated Statements of Stockholders’ Equity (unaudited) Years Ended December 31 See Notes to Consolidated Financial Statements SB Financial Group, Inc. Consolidated Statements of Cash Flows Years Ended December 31 See Notes to Consolidated Financial Statements SB Financial Group, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2017, 2016 and Note 1: Organization and Summary of Significant Accounting Policies Organization and Nature of Operations SB Financial Group, Inc. (the “Company”) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiaries, The State Bank and Trust Company (“State Bank”), RFCBC, Inc. (“RFCBC”), Rurbanc Data Services, Inc. dba RDSI Banking Systems (“RDSI”), and Rurban Statutory Trust II (“RST II”). |
a)Evaluation of Disclosure Controls and Procedures With the participation of the Chief Executive Officer (the principal executive officer) and the Chief Financial Officer (the principal financial officer) of the Company, the Company’s management has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the fiscal year covered by this Annual Report on Form 10-K. Based on that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer have concluded that: ●Information required to be disclosed by the Company in this Annual Report on Form 10-K and other reports which the Company files or submits under the Exchange Act would be accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure; ●Information required to be disclosed by the Company in the Annual Report on Form 10-K and other reports which the Company files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and ●The Company’s disclosure controls and procedures were effective as of the end of the fiscal year covered by this Annual Report on Form 10-K. b)Management’s Report on Internal Control Over Financial Reporting The Management of SB Financial Group, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. |
SB FINANCIAL GROUP, INC. By: /s/ Anthony V. Cosentino Date: March 9, 2018 Anthony V. Cosentino, Executive Vice President and Chief Financial Officer Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each undersigned officer and/or director of SB Financial Group, Inc., an Ohio corporation (the “Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, the Annual Report of the Corporation on Form 10-K for the fiscal year ended December 31, 2017, hereby constitutes and appoints Mark A. Klein and Anthony V. Cosentino, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign both the Annual Report on Form 10-K and any and all amendments and documents related thereto, and to file the same, and any and all exhibits, financial statements and schedules related thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the NASDAQ Stock Market, granting unto said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or either of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Name Date Capacity /s/ Mark A. Klein March 9, 2018 Chairman, President and Chief Executive Officer Mark A. Klein /s/ Anthony V. Cosentino March 9, 2018 Executive Vice President and Chief Financial Officer Anthony V. Cosentino /s/ George W. Carter March 9, 2018 Director George W. Carter /s/ Robert A. Fawcett, Jr. March 9, 2018 Director Robert A. Fawcett, Jr. /s/ Gaylyn J. Finn March 9, 2018 Director Gaylyn J. Finn /s/Richard L. Hardgrove March 9, 2018 Director Richard L. Hardgrove /s/Tom R. Helberg March 9, 2019 Director Tom R. Helberg /s/ Rita A. Kissner March 9, 2018 Director Rita A. Kissner /s/ Mark A. Klein March 9, 2018 Director Mark A. Klein /s/ William G. Martin March 9, 2018 Director William G. Martin /s/ Timothy J. Stolly March 9, 2018 Director Timothy J. Stolly Date: March 9, 2018 Officers List NICHOLE T. WICHMAN MICHAEL R. EPPS Senior Vice President Senior Vice President SB Financial Group, Inc. Chief Marketing Officer Findlay Market Executive MARK A. KLEIN MARC H. BEACH ANDREW S. FARLEY Chairman, President and Assistant Vice President Senior Vice President Chief Executive Officer Facility/Property Coordinator Lima Market Executive ANTHONY V. COSENTINO RONDA M. HERKO KENT A. MAGGARD Executive Vice President and Assistant Vice President Senior Vice President Chief Financial Officer Human Resources Generalist Fort Wayne Market Executive KEETA J. DILLER TAMARA T. JAGODZINSKI TYSON R. MOSS Senior Vice President Assistant Vice President Senior Vice President Corporate Secretary Asset Liability Manager Fulton/Williams County Market Executive The State Bank and Trust Company JEAN M. NIENBERG Commercial Banking Assistant Vice President Administration Sales Support Manager JEFFREY C. CANFIELD Senior Vice President MARK A. KLEIN NANCY E. RANKIN Commercial Services Officer President and Assistant Vice President Chief Executive Officer Risk Management Specialist/ LYNN A. ISAAC BSA Officer Senior Vice President ANTHONY V. COSENTINO Commercial Services Officer Executive Vice President and MELISSA M. SZABO Chief Financial Officer Assistant Vice President TIMOTHY P. MOSER Compliance Management Specialist Senior Vice President JONATHAN R. GATHMAN Compliance Officer Agri-Services Manager Executive Vice President and Senior Lender MELISSA M. MARTIN PAUL C. ERWIN Officer, Executive Assistant Vice President KEETA J. DILLER Commercial Services Officer Senior Vice President SARAH S. MEKUS Audit Coordinator/ Officer, Executive Assistant KEITH A. HEDRICK Director of Operations Corporate Secretary Vice President Leasing Sales Manager LAURA W. KLINE Regional Executives Senior Vice President MATTHEW J. LEE Client Experience Officer DAVID A. HOMOELLE Assistant Vice President Columbus Regional President Commercial Services Officer KRISTEN K. NUSBAUM Senior Vice President JOHN A. KENDZEL PAMELA A. MASLAK Director of Deposit Operations Toledo Regional President Assistant Vice President and Payment Systems Loan Assistant MARK D. CASSIN CAROL M. ROBBINS Senior Vice President LOGAN C. WOLFRUM Senior Vice President Bowling Green Market Executive Assistant Vice President Controller Commercial Services Officer Credit Administration STEVEN E. STRUBLE CYNTHIA L. ENSIGN Vice President Vice President MICHAEL D. EBBESKOTTE IT Support Specialist Outside Mortgage Sales Senior Vice President Loan Originator Credit Administration Manager Mortgage Lending SUSAN A. ERHART STEVEN A. WALZ PAMELA K. BENEDICT Vice President Senior Vice President Senior Vice President Senior Mortgage Underwriter Chief Credit Officer Residential Real Estate Sales Manager - Defiance Region GREGORY A. PATTON MELINDA L. CLINE Vice President Vice President MATTHEW H. BOOMS Outside Mortgage Sales Loan Servicing Manager Senior Vice President Loan Originator Director of Residential Real Estate AMY M. HOFFMAN Loan Administration SCOTT M. POLING Vice President Vice President Loan Review Officer ANTHONY J. KONECNY Outside Mortgage Sales Senior Vice President Loan Originator ANDREW M. RICKENBERG Residential Real Estate Sales Vice President Manager - Findlay Region DANIEL R. PROND Collections and Resource Recovery Manager Vice President BRIAN SMITH Residential Sales Team LYNDSEY L. ENGEL Senior Vice President Manager - Columbus Assistant Vice President Mortgage Underwriting Manager Credit Analyst SUZANNE M. REICHARD STEVEN J. WATSON Vice President Information Technology Senior Vice President Outside Mortgage Sales Residential Real Estate Sales Loan Originator ERNESTO GAYTAN Manager - Columbus Region Executive Vice President and KAREN A. VARNER Chief Technology Innovation Officer JOHN A. ANSARA Vice President Vice President Outside Mortgage Sales GARY A. SAXMAN Outside Mortgage Sales Loan Originator Loan Originator Senior Vice President Information Technology Manager BRIAN P. BOWER ROBERT W. WARNER Information Security Officer Vice President Vice President Outside Mortgage Sales Loan Originator Outside Mortgage Sales JOSEPH A. BUERKLE Loan Originator Vice President KIMBERLY W. DONOVAN Senior Network Administrator Vice President ANGELA R. HALL Senior Mortgage Underwriter Officer NICKOLAS V. GEORGE Residential Loan Servicing Manager Vice President DENISE S. DAVENPORT IT Support Specialist Vice President Outside Mortgage Sales Loan Originator Private Banking LACEY SPANGLER KELLY W. CLEVELAND Officer Senior Vice President MICHELE G. COOPER Retail Services & Sales Coordinator/ Chief Investment Officer Senior Vice President Security Officer Private Banker CHARLES J. CAMMOCK SBA Vice President JAMES L. GRIEST Retirement Specialist Senior Vice President BRANDON S. GERKEN Private Banker Vice President MARCIA J. VANSLYKE SBA/Small Business Vice President JOHN T. CATES Lending Manager Wealth Management Advisor Vice President Private Client Advisor MARK J. MEDIATE ELIZABETH D. ZARTMAN Vice President Vice President SUSAN F. WEST SBA Business Development Officer Trust Operations Service Manager Vice President Private Banker DAVID P. TEDFORD DAVID T. ROBINSON Vice President Assistant Vice President Retail Banking SBA Business Development Officer Wealth Management Advisor LISA A. AMSTUTZ BETH A. MILLER Rurbanc Data Services Inc. (RDSI) Vice President Assistant Vice President Sales Manager SBA Senior Underwriter MARK A. KLEIN Findlay Region President and Treasury Management Chief Executive Officer STEPHEN E. JACKSON Vice President LESLEY L. PARRETT ANTHONY V. COSENTINO District Sales Manager Vice President Executive Vice President Fulton County Director of Treasury Management Chief Financial Officer MICHELLE L. ZEEDYK SHERRY A. TODD MELISSA M. MARTIN Vice President Vice President Officer, Executive Assistant District Sales Manager Treasury Management Officer Corporate Secretary Defiance Region Wealth Management DANIEL C. HANSEN Assistant Vice President CHRISTOPHER P. JAKYMA Sales Manager Executive Vice President Fort Wayne Chief Wealth Management Officer JAMES R. STATES DAVID A. |
Factors that could influence trading prices include: ●our operating and financial results, including how those results vary from the expectations of management, securities analysts and investors; ●developments in our business or operations or in the financial sector generally; ●any future offerings by us of debt or preferred shares, which would be senior to our common shares upon liquidation and for purposes of dividend distributions; ●legislative or regulatory changes affecting our industry generally or our business and operations specifically; ●the operating and stock price performance of companies that investors consider to be comparable to us; ●announcements of strategic developments, acquisitions and other material events by us or our competitors; ●expectations of (or actual) equity dilution, including the actual or expected dilution to various financial measures, including earnings per share, that may be caused by any future offering and/or sale of additional securities of the Company; ●actions by our current shareholders, including future sales of common shares by existing shareholders, including our directors and executive officers; and ●Other changes in U.S. or global financial markets, global economies and general market conditions, such as interest or foreign exchange rates, stock, commodity, credit or asset valuations or volatility. |
SB Financial Group, Inc. Consolidated Balance Sheets December 31 See Notes to Consolidated Financial Statements SB Financial Group, Inc. Consolidated Statements of Income Years Ended December 31 See Notes to Consolidated Financial Statements Consolidated Statements of Comprehensive Income Years Ended December 31 See Notes to Consolidated Financial Statements Consolidated Statements of Stockholders’ Equity Years Ended December 31 See Notes to Consolidated Financial Statements SB Financial Group, Inc. Consolidated Statements of Cash Flows Years Ended December 31 See Notes to Consolidated Financial Statements SB Financial Group, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2016 and 2015 Note 1: Organization and Summary of Significant Accounting Policies Organization and Nature of Operations SB Financial Group, Inc. (the “Company”) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiaries, The State Bank and Trust Company (“State Bank”), RFCBC, Inc. (“RFCBC”), Rurbanc Data Services, Inc. dba RDSI Banking Systems (“RDSI”), and Rurban Statutory Trust II (“RST II”). |
Controls and Procedures a)Evaluation of Disclosure Controls and Procedures With the participation of the Chief Executive Officer (the principal executive officer) and the Chief Financial Officer (the principal financial officer) of the Company, the Company’s management has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the fiscal year covered by this Annual Report on Form 10-K. Based on that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer have concluded that: ●Information required to be disclosed by the Company in this Annual Report on Form 10-K and other reports which the Company files or submits under the Exchange Act would be accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure; ●Information required to be disclosed by the Company in the Annual Report on Form 10-K and other reports which the Company files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and ●The Company’s disclosure controls and procedures were effective as of the end of the fiscal year covered by this Annual Report on Form 10-K. b)Management’s Report on Internal Control Over Financial Reporting The management of SB Financial Group, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. |
SB FINANCIAL GROUP, INC. By: /s/ Anthony V. Cosentino Date: March 10, 2017 Anthony V. Cosentino, Executive Vice President and Chief Financial Officer Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each undersigned officer and/or director of SB Financial Group, Inc., an Ohio corporation (the “Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, the Annual Report of the Corporation on Form 10-K for the fiscal year ended December 31, 2016, hereby constitutes and appoints Mark A. Klein and Anthony V. Cosentino, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign both the Annual Report on Form 10-K and any and all amendments and documents related thereto, and to file the same, and any and all exhibits, financial statements and schedules related thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the NASDAQ Stock Market, granting unto said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or either of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Factors that could impact trading prices include: ●our operating and financial results, including how those results vary from the expectations of management, securities analysts and investors; ●developments in our business or operations or in the financial sector generally; ●any future offerings by us of debt or preferred shares, which would be senior to our common shares upon liquidation and for purposes of dividend distributions; ●legislative or regulatory changes affecting our industry generally or our business and operations specifically; ●the operating and stock price performance of companies that investors consider to be comparable to us; ●announcements of strategic developments, acquisitions and other material events by us or our competitors; ●expectations of (or actual) equity dilution, including the actual or expected dilution to various financial measures, including earnings per share, that may be caused by any future offering and/or sale of additional securities of the Company; ●actions by our current shareholders, including future sales of common shares by existing shareholders, including our directors and executive officers; and ●other changes in U.S. or global financial markets, global economies and general market conditions, such as interest or foreign exchange rates, stock, commodity, credit or asset valuations or volatility. |
SB Financial Group, Inc. Consolidated Balance Sheets December 31 See Notes to Consolidated Financial Statements SB Financial Group, Inc. Consolidated Statements of Income Years Ended December 31 See Notes to Consolidated Financial Statements SB Financial Group, Inc. Consolidated Statements of Comprehensive Income Years Ended December 31 SB Financial Group, Inc. Consolidated Statements of Stockholders’ Equity Years Ended December 31 See Notes to Consolidated Financial Statements SB Financial Group, Inc. Consolidated Statements of Cash Flows Years Ended December 31 See Notes to Consolidated Financial Statements SB Financial Group, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2015 and 2014 Note 1: Organization and Summary of Significant Accounting Policies Organization and Nature of Operations SB Financial Group, Inc. (the “Company”) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiaries, The State Bank and Trust Company (“State Bank”), RFCBC, Inc. (“RFCBC”), Rurbanc Data Services, Inc. dba RDSI Banking Systems (“RDSI”), and Rurban Statutory Trust II (“RST II”). |
Controls and Procedures a)Evaluation of Disclosure Controls and Procedures With the participation of the President and Chief Executive Officer (the principal executive officer) and the Executive Vice President and Chief Financial Officer (the principal financial officer) of the Company, the Company’s management has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the fiscal year covered by this Annual Report on Form 10-K. Based on that evaluation, the Company’s President and Chief Executive Officer and the Company’s Executive Vice President and Chief Financial Officer have concluded that: ●Information required to be disclosed by the Company in this Annual Report on Form 10-K and other reports which the Company files or submits under the Exchange Act would be accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely discussions regarding required disclosure; ●Information required to be disclosed by the Company in the Annual Report on Form 10-K and other reports which the Company files or submits under the Exchange act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and ●The Company’s disclosure controls and procedures were effective as of the end of the fiscal year covered by this Annual Report on Form 10-K. b)Management’s Report on Internal Control Over Financial Reporting The management of SB Financial Group, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. |
Date: March 11, 2016 By: /s/ Anthony V. Cosentino Anthony V. Cosentino, Executive Vice President and Chief Financial Officer Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each undersigned officer and/or director of SB Financial Group, Inc., an Ohio corporation (the “Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, the Annual Report of the Corporation on Form 10-K for the fiscal year ended December 31, 2015, hereby constitutes and appoints Mark A. Klein and Anthony V. Cosentino, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Annual Report on Form 10-K and any and all amendments and documents related thereto, and to file the same, and any and all exhibits, financial statements and schedules related thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the NASDAQ Stock Market, granting unto said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or either of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Name Date Capacity /s/ Mark A. Klein March 11, 2016 Chairman, President and Chief Executive Officer Mark A. Klein /s/ Anthony V. Cosentino March 11, 2016 Executive Vice President and Chief Financial Officer Anthony V. Cosentino /s/ George W. Carter March 11, 2016 Director George W. Carter /s/ Gary M. Cates March 11, 2016 Director Gary M. Cates /s/ Robert A. Fawcett, Jr. March 11, 2016 Director Robert A. Fawcett, Jr. /s/ Gaylyn J. Finn March 11, 2016 Director Gaylyn J. Finn /s/ Richard L. Hardgrove March 11, 2016 Director Richard L. Hardgrove /s/ Rita A. Kissner March 11, 2016 Director Rita A. Kissner /s/ Mark A. Klein March 11, 2016 Director Mark A. Klein /s/ William G. Martin March 11, 2016 Director William G. Martin /s/ Timothy J. Stolly March 11, 2016 Director Timothy J. Stolly Date: March 11, 2016 Board of Directors Mark A. Klein Chairman, President and CEO SB Financial Group, Inc. and The State Bank and Trust Company Richard L. Hardgrove Lead Director Retired Chairman and CEO Sky Bank, Salinesville, OH Retired CEO, FirstMerit Bank Former Deputy Superintendent of Banks, Ohio Gary M. Cates Chief Philanthropy Officer ProMedica Health System George W. Carter CEO and General Manager Paulding Putnam Electric Cooperative Robert A. Fawcett, Jr. Insurance Sales Consultant FLR/United insurance Service Gaylyn J. Finn Retired Treasurer and Associate Vice President for Finance Bowling Green State University Rita A. Kissner Retired Finance Director and Mayor City of Defiance William G. Martin President and CFO Spangler Candy Company Timothy J. Stolly President Stolly Insurance Company |
Factors that could impact our trading price include: •our operating and financial results, including how those results vary from the expectations of management, securities analysts and investors; •developments in our business or operations or in the financial sector generally; •any future offerings by us of debt or preferred shares, which would be senior to our common shares upon liquidation and for purposes of dividend distributions; •legislative or regulatory changes affecting our industry generally or our business and operations specifically; •the operating and stock price performance of companies that investors consider to be comparable to us; •announcements of strategic developments, acquisitions and other material events by us or our competitors; •expectations of (or actual) equity dilution, including the actual or expected dilution to various financial measures, including earnings per share, that may be caused by any future offering and/or sale of additional securities of the Company; •actions by our current shareholders, including future sales of common shares by existing shareholders, including our directors and executive officers; and •other changes in U.S. or global financial markets, global economies and general market conditions, such as interest or foreign exchange rates, stock, commodity, credit or asset valuations or volatility. |
SB Financial Group, Inc. Consolidated Balance Sheets December 31 See Notes to Consolidated Financial Statements SB Financial Group, Inc. Consolidated Statements of Income Years Ended December 31 See Notes to Consolidated Financial Statements Consolidated Statements of Comprehensive Income Years Ended December 31 Consolidated Statements of Stockholders’ Equity Years Ended December 31 See Notes to Consolidated Financial Statements SB FINANCIAL GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS December 31, 2014, 2013 See Notes to Consolidated Financial Statements SB Financial Group, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2014 and 2013 Note 1: Organization and Summary of Significant Accounting Policies Organization and Nature of Operations SB Financial Group, Inc. (the “Company”) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiaries, The State Bank and Trust Company (“State Bank”), RFCBC, Inc. (“RFCBC”), Rurbanc Data Services, Inc. dba RDSI Banking Systems (“RDSI”), and Rurban Statutory Trust II (“RST II”). |
Controls and Procedures a)Evaluation of Disclosure Controls and Procedures With the participation of the President and Chief Executive Officer (the principal executive officer) and the Executive Vice President and Chief Financial Officer (the principal financial officer) of the Company, the Company’s management has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the fiscal year covered by this Annual Report on Form 10-K. Based on that evaluation, the Company’s President and Chief Executive Officer and the Company’s Executive Vice President and Chief Financial Officer have concluded that: ●information required to be disclosed by the Company in this Annual Report on Form 10-K and other reports which the Company files or submits under the Exchange Act would be accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure; ●information required to be disclosed by the Company in this Annual Report on Form 10-K and other reports which the Company files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and ●the Company’s disclosure controls and procedures were effective as of the end of the fiscal year covered by this Annual Report on Form 10-K. b)Management’s Report on Internal Control Over Financial Reporting The management of SB Financial Group, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. |
SB FINANCIAL GROUP, INC. By: /s/ Anthony V. Cosentino Date: March 6, 2014 Anthony V. Cosentino, Executive Vice President and Chief Financial Officer Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each undersigned officer and/or director of SB Financial Group, Inc., an Ohio corporation (the “Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, the Annual Report of the Corporation on Form 10-K for the fiscal year ended December 31, 2014, hereby constitutes and appoints Mark A. Klein and Anthony V. Cosentino, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Annual Report on Form 10-K and any and all amendments and documents related thereto, and to file the same, and any and all exhibits, financial statements and schedules related thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the NASDAQ Stock Market, granting unto said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or either of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Board of Directors Richard L. Hardgrove, Chairman Retired Chairman and CEO Sky Bank, Salinesville, OH Retired CEO, FirstMerit Bank Former Deputy Superintendent of Banks, Ohio Gary M. Cates Chief Philanthropy Officer ProMedica Health System George W. Carter CEO and General Manager Paulding Putnam Electric Cooperative Robert A. Fawcett, Jr. Insurance Sales Consultant FLR/United insurance Service Gaylyn J. Finn Retired Treasurer and Associate Vice President for Finance Bowling Green State University Rita A. Kissner Retired Finance Director and Mayor City of Defiance Mark A. Klein President and CEO SB Financial Group, Inc. and The State Bank and Trust Company William G. Martin President and CFO Spangler Candy Company Timothy J. Stolly President Stolly Insurance Company Officers List SB Financial Group, Inc. Marc H. Beach Beth E. Harrold Assistant Vice President Vice President Mark A. Klein Facilities Manager SBA/Small Business Underwriter President and Chief Executive Officer Sarah S. Mekus Amy M. Hoffman Officer, Executive Assistant Vice President Anthony V. Cosentino Corporate Secretary Loan Review Officer Executive Vice President and Chief Financial Officer Regional Executives Gregory A. Ritchey Vice President Keeta J. Diller David A. Homoelle Collection and Resource Recovery Manager Senior Vice President Columbus Regional President Audit Coordinator / Director of Operations Steven A. Walz Corporate Secretary John A. Kendzel Vice President Toledo Regional President Credit Analysis Manager The State Bank and Trust Company Ryan D. Miller Pamela A. Hurst Administration Fulton/Williams County Regional President Assistant Vice President Collections and Resource Recovery Officer Mark A. Klein Kent A. Maggard President and Senior Vice President Andrew M. Rickenberg Chief Executive Officer Fort Wayne Market Executive Assistant Vice President Credit Analyst Anthony V. Cosentino Jeffrey R. Starner Executive Vice President and Senior Vice President Deposit Services Chief Financial Officer Defiance Market Executive Kristine K. Kegerreis Jonathan R. Gathman Commercial Banking Vice President Executive Vice President Deposit Services Officer Senior Lender Lynn A. Isaac Senior Vice President Lesley L. Parrett Cynthia E. Batt Commercial Services Officer Vice President Senior Vice President Deposit Services Officer Compliance / Risk Manager Timothy P. Moser Senior Vice President Jean M. Nienberg Keeta J. Diller Agri-Services Manager Assistant Vice President Senior Vice President Sales Support Manager Audit Coordinator / Director of Operations Brandon S. Gerken Vice President Information Technology Linda J. Hogrefe SBA/Small Business Lending Senior Vice President Manager Gary A. Saxman Human Resources Manager Senior Vice President Tyson R. Moss Information Technology Manager Kristen K. Nusbaum Vice President Senior Vice President Commercial Services Officer Joseph A. Buerkle Chief Deposit Officer Vice President Humair A. Chowdhry Senior Network Administrator Carol M. Robbins Assistant Vice President Senior Vice President Sales Manager Steven E. Struble Controller Vice President Credit Administration IT Support Specialist Nichole T. Wichman Senior Vice President Michael D. Ebbeskotte Nicholas V. George Chief Marketing Officer Senior Vice President Assistant Vice President Credit Administration Manager IT Support Specialist Laura W. Kline Senior Vice President Melinda L. Cline R. Scott Lerch Client Experience Officer Vice President Assistant Vice President Loan Servicing Manager IT Support Specialist Mortgage Lending Robert W. Warner Craig A. Kuhlman, crsp, ctfa Vice President Executive Vice President Pamela K. Benedict Outside Mortgage Sales Loan Originator Chief Trust Officer Senior Vice President Residential Real Estate Sales Manager - Defiance Region Retail Banking David A. |
Bell, crsp Executive Vice President Anthony J. Konecky Michele G. Cooper Retirement Services Manager Senior Vice President Senior Vice President Residential Real Estate Sales Manager - Findlay Region Private Banker, PCG Kelly W. Cleveland Senior Vice President Steven J. Watson Cynthia L. Ensign Senior Investment Officer Senior Vice President Vice President Residential Real Estate Sales Manager - Columbus Region Consumer Lending/District Sales Manager Elizabeth D. Zartman Elizabeth D. Zartman Matthew H. Booms Christina L. Stellhorn Vice President Vice President Vice President Trust Operations Services Manager Secondary Market Manager Retail Administration Officer/ Risk Management Specialist/ Security Officer Jessica L. Armbruster Kimberly W. Donovan Assistant Vice President Vice President Susan F. West Investment Executive Mortgage Underwriter Vice President Private Banker/District Sales Manager John t. Cates Susan A. Erhart Assistant Vice President Vice President John R. Armour Wealth Management Advisor Mortgage Underwriter Assistant Vice President Risk Management Specialists Jacob E. Oberlin Brian E. Smith Assistant Vice President Vice President Stephen E. Jackson Wealth Management Advisor Mortgage Underwriting Manager - Columbus Assistant Vice President District Sales Manager - Fulton County Marcia J. VanSlyke Denise S. Davenport Assistant Vice President Vice President Pamela A. Maslak Wealth Management Advisor Outside Mortgage Sales Loan Originator Assistant Vice President Personal Banker III Rurbanc Data Services Inc Gregory A. Patton (RDSI) Vice President Tamara D. Trenkamp Outside Mortgage Sales Loan Originator Assistant Vice President Mark A. Klein Personal Banker III President and Scott M. Poling Chief Executive Officer Vice President James R. States Outside Mortgage Sales Loan Originator Assistant Vice President Anthony V. Cosentino District Sales Manager - Paulding County Executive Vice President Suzanne M. Reichard Chief Financial Officer Vice President Michelle L. Zeedyk Outside Mortgage Sales Loan Originator Assistant Vice President Yvonne M. Swayze District Sales Manager - Williams County Vice President Karen A. Varner Item Processing Manager Vice President Wealth Management Outside Mortgage Sales Loan Originator Julie D. White David A. Anderson Assistant Vice President Executive Vice President Item Processing Operations Manager Chief Wealth Management Officer |
SB Financial Group, Inc. Consolidated Statements of Income Years Ended December 31 SB Financial Group, Inc. Consolidated Statements of Comprehensive Income Years Ended December 31 See Notes to Consolidated Financial Statements SB Financial Group, Inc. Consolidated Statements of Stockholders’ Equity Years Ended December 31 See Notes to Consolidated Financial Statements SB Financial Group, Inc. Consolidated Statements of Cash Flows Years Ended December 31 See Notes to Consolidated Financial Statements SB Financial Group, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2013 and 2012 (Dollar Amounts in Thousands, Except Per Share Data) Note 1: Organization and Summary of Significant Accounting Policies Organization and Nature of Operations SB Financial Group, Inc. (“Company”) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiaries, The State Bank and Trust Company (“State Bank”), RFCBC, Inc. (“RFCBC”), Rurbanc Data Services, Inc. dba RDSI Banking Systems (“RDSI”), Rurban Statutory Trust I (“RST I”), and Rurban Statutory Trust II (“RST II”). |
Controls and Procedures a) Evaluation of Disclosure Controls and Procedures With the participation of the President and Chief Executive Officer (the principal executive officer) and the Executive Vice President and Chief Financial Officer (the principal financial officer) of the Company, the Company’s management has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the fiscal year covered by this Annual Report on Form 10-K. Based on that evaluation, the Company’s President and Chief Executive Officer and the Company’s Executive Vice President and Chief Financial Officer have concluded that: · information required to be disclosed by the Company in this Annual Report on Form 10-K and other reports which the Company files or submits under the Exchange Act would be accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure; · information required to be disclosed by the Company in this Annual Report on Form 10-K and other reports which the Company files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and · the Company’s disclosure controls and procedures were effective as of the end of the fiscal year covered by this Annual Report on Form 10-K. b) Management’s Report on Internal Control Over Financial Reporting The management of SB Financial Group, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. |
SB FINANCIAL GROUP, INC. By: /s/ Anthony V. Cosentino Date: March 3, 2014 Anthony V. Cosentino, Executive Vice President and Chief Financial Officer Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each undersigned officer and/or director of SB Financial Group, Inc., an Ohio corporation (the “Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, the Annual Report of the Corporation on Form 10-K for the fiscal year ended December 31, 2013, hereby constitutes and appoints Mark A. Klein and Anthony V. Cosentino, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Annual Report on Form 10-K and any and all amendments and documents related thereto, and to file the same, and any and all exhibits, financial statements and schedules related thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the NASDAQ Stock Market, granting unto said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or either of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Board of Directors Richard L. Hardgrove, Chairman Retired Chairman and CEO Sky Bank, Salinesville, OH Retired CEO, FirstMerit Bank Former Deputy Superintendent of Banks, Ohio Gary M. Cates President ProMedica Defiance Regional Hospital and ProMedica Transportation Network George W. Carter CEO Paulding Putnam Electric Cooperative Robert A. Fawcett, Jr. Insurance Consultant FLR/United Insurance Agency Gaylyn J. Finn Retired Treasurer and Associate Vice President of Finance Bowling Green State University Rita A. Kissner Retired Mayor City of Defiance Mark A. Klein President and CEO SB Financial Group, Inc. and The State Bank and Trust Company William G. Martin EVP and CFO Spangler Candy Company Timothy J. Stolly CPCU, CIC, LUTCF Co-owner/Insurance Agent Stolly Insurance Company Officers List SB Financial Group, Inc. Mark A. Klein President and Chief Executive Officer Anthony V. Cosentino Executive Vice President and Chief Financial Officer Keeta J. Diller Senior Vice President Audit Coordinator / Director of Operations Corporate Secretary The State Bank and Trust Company Administration Mark A. Klein President and Chief Executive Officer Anthony V. Cosentino Executive Vice President and Chief Financial Officer Jonathan R. Gathman Executive Vice President Senior Lender Cynthia E. Batt Senior Vice President Compliance / Risk Manager Keeta J. Diller Senior Vice President Audit Coordinator / Director of Operations Linda J. Hogrefe Senior Vice President Human Resources Manager Kristen K. Nusbaum Senior Vice President Chief Retail/Deposit Officer Carol M. Robbins Senior Vice President Asset Liability Manager Nichole T. Wichman Senior Vice President Market and Sales Strategist Steven A. Giesige Vice President Controller Laura W. Kline Vice President Client Experience Officer Marc H. Beach Assistant Vice President Facilities Manager Erin Strausbaugh Derrow Assistant Vice President Staff Attorney Meredith J. Mickey Assistant Vice President Market and Sales Specialist Sarah S. Mekus Officer, Executive Assistant Corporate Secretary Linda L. Sickmiller Officer, Executive Assistant Investor Relations Regional Executives David A. Anderson Lima/Fort Wayne Regional President David A. Homoelle Columbus Regional President John A. Kendzel Toledo Regional President Ryan D. Miller Fulton/Williams County Regional President Commercial Banking Lynn A. Isaac Senior Vice President Commercial Services Officer II Timothy P. Moser Senior Vice President Agri-Services Manager Jeffrey R. Starner Senior Vice President Market Executive Brandon S. Gerken Vice President Commercial Services Officer II Matthew A. Brinkman Assistant Vice President Commercial Services Officer I Humair A. Chowdhry Assistant Vice President Sales Manager Michael D. Evans Assistant Vice President Agri-Services Officer Credit Administration Michael D. Ebbeskotte Senior Vice President Retail Credit Manager Melinda L. Cline Vice President Loan Servicing Manager Beth E. Harrold Vice President Credit Administration Manager Amy M. Hoffman Vice President Loan Review Officer Gregory A. Ritchey Vice President Collection and Resource Recovery Manager Steven A. Walz Vice President Senior Credit Analyst Pamela A. Hurst Assistant Vice President Collections and Resource Recovery Officer Andrew M. Rickenberg Assistant Vice President Credit Analyst Deposit Services Lesley L. Parrett Vice President Deposit Services Officer Kristine K. Kegerreis Vice President Deposit Services Officer Jean M. Nienberg Assistant Vice President Sales Support Manager Information Technology Gary A. Saxman Senior Vice President Information Technology Manager James M. Bremer Senior Vice President Data Processing Operations Manager Joseph A. Buerkle Vice President Senior Network Administrator Steven E. Struble Vice President IT Support Specialist Nicholas V. George Assistant Vice President IT Support Specialist R. Scott Lerch Assistant Vice President IT Support Specialist Mortgage Lending Pamela K. Benedict Senior Vice President Residential Real Estate Sales Manager - Defiance Region Steven J. Watson Senior Vice President Residential Real Estate Sales Manager - Columbus Region Matthew H. Booms Vice President Secondary Market Manager Susan A. Erhart Vice President Mortgage Process Underwriter I Brian E. Smith Vice President Mortgage Underwriting Manager - Columbus Denise S. Davenport Assistant Vice President Residential Mortgage Loan Originator Gregory A. Patton Assistant Vice President Residential Mortgage Loan Originator Suzanne M. Reichard Assistant Vice President Residential Mortgage Loan Originator Karen A. Varner Assistant Vice President Residential Mortgage Loan Originator Robert W. Warner Assistant Vice President Residential Mortgage Loan Originator Retail Banking Michele G. Cooper Senior Vice President Private Banker, PCG Cynthia L. Ensign Vice President Consumer Lending / District Sales Manager Dianne T. Jones Vice President District Sales Manager - Paulding County Tyson R. Moss Vice President Commercial Services Officer I Christina L. Stellhorn Vice President Retail Administration Officer/ Security Officer Stephen E. Jackson Assistant Vice President District Sales Manager - Fulton County Tamara D. Trenkamp Assistant Vice President Customer Service Specialist III Pamela A. Maslak Assistant Vice President Customer Service Specialist III Michelle L. Zeedyk Assistant Vice President District Sales Manager - Williams County Wealth Management Craig A. Kuhlman, crsp, ctfa Executive Vice President Chief Trust Officer David A. |
Controls and Procedures Evaluation of Disclosure Controls and Procedures With the participation of the President and Chief Executive Officer (the principal executive officer) and the Executive Vice President and Chief Financial Officer (the principal financial officer) of the Company, the Company’s management has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the fiscal year covered by this Annual Report on Form 10-K. Based on that evaluation, the Company’s President and Chief Executive Officer and the Company’s Executive Vice President and Chief Financial Officer have concluded that: ● information required to be disclosed by the Company in this Annual Report on Form 10-K and other reports which the Company files or submits under the Exchange Act would be accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure; ● information required to be disclosed by the Company in this Annual Report on Form 10-K and other reports which the Company files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and ● the Company’s disclosure controls and procedures were effective as of the end of the fiscal year covered by this Annual Report on Form 10-K. Management’s Annual Report on Internal Control Over Financial Reporting The “Management’s Report on Internal Control Over Financial Reporting” included in the Company’s 2012 Annual Report is incorporated herein by reference. |
RURBAN FINANCIAL CORP. By: /s/ Anthony V. Cosentino Date: March 12, 2013 Anthony V. Cosentino, Executive Vice President and Chief Financial Officer Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each undersigned officer and/or director of Rurban Financial Corp., an Ohio corporation (the “Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, the Annual Report of the Corporation on Form 10-K for the fiscal year ended December 31, 2012, hereby constitutes and appoints Mark A. Klein and Anthony V. Cosentino, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Annual Report on Form 10-K and any and all amendments and documents related thereto, and to file the same, and any and all exhibits, financial statements and schedules related thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the NASDAQ Stock Market, granting unto said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or either of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Listed below are the banking centers, loan production offices and service facilities of the Company and their addresses, all of which are located in Allen, Defiance, Fulton, Franklin, Lucas, Paulding, Williams and Wood Counties of Ohio, and Allen and Steuben Counties of Indiana: Main Banking Center & Corporate Offices 401 Clinton Street, Defiance, OH Angola LPO 908 North Wayne Street, Suite A, Angola, IN Bryan Banking Center 1419 West High Street, Bryan, OH Chief Banking Center 705 Deatrick Street, Defiance, OH Columbus LPO 109 South High, Dublin, OH Delta Banking Center 312 Main Street, Delta, OH Fort Wayne Banking Center 12832 Coldwater Road, Fort Wayne, IN Luckey Banking Center 235 Main Street, Luckey, OH Lyons Banking Center 133 East Morenci Street, Lyons, OH Market Street Banking Center 930 West Market Street, Lima, OH Montpelier Banking Center 1201 East Main Street, Montpelier, OH Motor Bank Drive-thru 510 Third Street, Defiance, OH Northtowne Banking Center 1600 North Clinton Street, Defiance, OH Oakwood Banking Center 218 North First Street, Oakwood, OH Paulding Banking Center 220 North Main Street, Paulding, OH Perrysburg Banking Center 610 East South Boundary Street, Perrysburg, OH Pioneer Banking Center 119 South State Street, Pioneer, OH Sylvania Banking Center 6401 Monroe Street, Sylvania, OH Walbridge Banking Center 311 Main Street, Walbridge, OH Wauseon Banking Center 515 Parkview, Wauseon, OH West Unity Banking Center 112 East Jackson Street, West Unity, OH The State Bank and Trust Company has entered into an operating lease with Remax Reality for various office storage. |
Controls and Procedures Evaluation of Disclosure Controls and Procedures With the participation of the President and Chief Executive Officer (the principal executive officer) and the Executive Vice President and Chief Financial Officer (the principal financial officer) of the Company, the Company’s management has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the fiscal year covered by this Annual Report on Form 10-K. Based on that evaluation, the Company’s President and Chief Executive Officer and the Company’s Executive Vice President and Chief Financial Officer have concluded that: ·information required to be disclosed by the Company in this Annual Report on Form 10-K and other reports which the Company files or submits under the Exchange Act would be accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure; ·information required to be disclosed by the Company in this Annual Report on Form 10-K and other reports which the Company files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and ·the Company’s disclosure controls and procedures were effective as of the end of the fiscal year covered by this Annual Report on Form 10-K. 49. |
RURBAN FINANCIAL CORP. By: /s/ Anthony V. Cosentino Date: March 30, 2012 Anthony V. Cosentino, Executive Vice President and Chief Financial Officer Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each undersigned officer and/or director of Rurban Financial Corp., an Ohio corporation (the “Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, the Annual Report of the Corporation on Form 10-K for the fiscal year ended December 31, 2011, hereby constitutes and appoints Mark A. Klein and Anthony V. Cosentino, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Annual Report on Form 10-K and any and all amendments and documents related thereto, and to file the same, and any and all exhibits, financial statements and schedules related thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the NASDAQ Stock Market, granting unto said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or either of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Listed below are the banking centers, loan production offices and service facilities of the Company and their addresses, all of which are located in Allen, Defiance, Fulton, Franklin, Lucas, Paulding, Williams and Wood Counties of Ohio, and Allen and Steuben Counties of Indiana: Main Banking Center & Corporate Offices 401 Clinton Street, Defiance, OH Angola LPO 908 North Wayne Street, Suite A, Angola, IN Bryan Banking Center 1419 West High Street, Bryan, OH Chief Banking Center 705 Deatrick Street, Defiance, OH Columbus LPO 109 South High, #8, Dublin, OH Delta Banking Center 312 Main Street, Delta, OH Fort Wayne Banking Center 12832 Coldwater Road, Fort Wayne, IN Luckey Banking Center 235 Main Street, Luckey, OH Lyons Banking Center 133 East Morenci Street, Lyons, OH Market Street Banking Center 930 West Market Street, Lima, OH Montpelier Banking Center 1201 East Main Street, Montpelier, OH Motor Bank Drive-thru 510 Third Street, Defiance, OH Northtowne Banking Center 1600 North Clinton Street, Defiance, OH Oakwood Banking Center 218 North First Street, Oakwood, OH Paulding Banking Center 220 North Main Street, Paulding, OH Perrysburg Banking Center 610 East South Boundary Street, Perrysburg, OH Pioneer Banking Center 119 South State Street, Pioneer, OH Sylvania Banking Center 6401 Monroe Street, Sylvania, OH Walbridge Banking Center 311 Main Street, Walbridge, OH Wauseon Banking Center 515 Parkview, Wauseon, OH West Unity Banking Center 112 East Jackson Street, West Unity, OH - 16 - RDSI leases office space located at 7622 St Rt. |
RURBAN FINANCIAL CORP. By: /s/ Anthony V. Cosentino Anthony V. Cosentino, Executive Vice President and Chief Financial Officer Date: March 31, 2011 Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each undersigned officer and/or director of Rurban Financial Corp., an Ohio corporation (the “Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, the Annual Report of the Corporation on Form 10-K for the fiscal year ended December 31, 2010, hereby constitutes and appoints Mark A. Klein and Anthony V. Cosentino, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Annual Report on Form 10-K and any and all amendments and documents related thereto, and to file the same, and any and all exhibits, financial statements and schedules related thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the NASDAQ Stock Market, granting unto said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or either of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Name Date Capacity /s/ Mark A. Klein March 31, 2011 President and Chief Executive Officer Mark A. Klein /s/ Anthony V. Cosentino March 31, 2011 Executive Vice President and Chief Financial Officer Anthony V. Cosentino /s/ Thomas A. Buis March 31, 2011 Director Thomas A. Buis /s/ Robert A. Fawcett, Jr. March 31, 2011 Director Robert A. Fawcett, Jr. /s/ Gaylyn J. Finn March 31, 2011 Director Gaylyn J. Finn /s/ Richard L. Hardgrove March 31, 2011 Director Richard L. Hardgrove /s/ Rita A. Kissner March 31, 2011 Director Rita A. Kissner /s/ Mark A. Klein March 31, 2011 Director Mark A. Klein /s/ Thomas L. Sauer March 31, 2011 Director Thomas L. Sauer /s/ Timothy J. Stolly March 31, 2011 Director Timothy J. Stolly Date: March 31, 2011 - 58 - Rurban Financial Corp. December 31, 2010 and 2009 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS - 59 - FINANCIAL HIGHLIGHTS (Dollars in thousands except per share data) Management’s Report on Internal Control Over Financial Reporting The management of Rurban Financial Corp. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. |
Cincinnati, Ohio March 31, 2011 Rurban Financial Corp. Consolidated Balance Sheets December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Balance Sheets December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Statements of Operations Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Statements of Operations Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Statements of Stockholders’ Equity Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Statements of Cash Flows Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Consolidated Statements of Cash Flows Years Ended December 31 See Notes to Consolidated Financial Statements Rurban Financial Corp. Notes to Consolidated Financial Statements December 31, 2010 and 2009 Note 1: Nature of Operations and Summary of Significant Accounting Policies Nature of Operations Rurban Financial Corp. (“Company”) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiaries, The State Bank and Trust Company (“State Bank”), RFCBC, Inc. (“RFCBC”), Rurbanc Data Services, Inc. dba RDSI Banking Systems (“RDSI”), Rurban Statutory Trust I (“RST I”), and Rurban Statutory Trust II (“RST II”). |
Controls and Procedures Evaluation of Disclosure Controls and Procedures With the participation of the President and Chief Executive Officer (the principal executive officer) and the Executive Vice President and Chief Financial Officer (the principal financial officer) of the Company, the Company’s management has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, the Company’s President and Chief Executive Officer and the Company’s Executive Vice President and Chief Financial Officer concluded that: · information required to be disclosed by the Company in this Annual Report on Form 10-K and the other reports that the Company files or submits under the Exchange Act would be accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure; · information required to be disclosed by the Company in this Annual Report on Form 10-K and the other reports that the Company files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and · the Company’s disclosure controls and procedures were effective as of the end of the fiscal year covered by this Annual Report on Form 10-K. Management’s Annual Report on Internal Control Over Financial Reporting The “Management’s Report on Internal Control Over Financial Reporting” is provided on page of this Annual Report on Form 10-K. 60. |
Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each undersigned officer and/or director of Rurban Financial Corp., an Ohio corporation (the “Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, the Annual Report of the Corporation on Form 10-K for the fiscal year ended December 31, 2009, hereby constitutes and appoints Kenneth A. Joyce and Duane L. Sinn, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Annual Report on Form 10-K and any and all amendments and documents related thereto, and to file the same, and any and all exhibits, financial statements and schedules related thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the NASDAQ Stock Market, granting unto said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or either of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
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